TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒    Filed by a Party other than the Registrant  ☐
Check the appropriate box:
 ☐
​​
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
National Instruments Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
​​
No fee required.
 ☐
​​
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
​​
(1)
​​
Title of each class of securities to which transaction applies:
 
​​
 
​​
 
 
​​
(2)
​​
Aggregate number of securities to which transaction applies:
 
​​
 
​​
 
 
​​
(3)
​​
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
​​
 
​​
 
 
​​
(4)
​​
Proposed maximum aggregate value of transaction:
 
​​
 
​​
 
 
​​
(5)
​​
Total fee paid:
 
​​
 
​​
 
 ☐
​​
Fee paid previously with preliminary materials.
 ☐
​​
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
​​
(1)
​​
Amount Previously Paid:
 
​​
 
​​
 
 
​​
(2)
​​
Form, Schedule or Registration Statement No.:
 
​​
 
​​
 
 
​​
(3)
​​
Filing Party:
 
​​
 
​​
 
 
​​
(4)
​​
Date Filed:
 
​​
 
​​
 

TABLE OF CONTENTS


NATIONAL INSTRUMENTS CORPORATION
Notice of 2020Proxy Statement
National Instruments Corporation | 2021 Annual Meeting of Stockholders
Date and Time:
​​
Tuesday, May 5, 2020
9:00 AM, Central Daylight Time
​​
 
​​

TABLE OF CONTENTS



Letter to our Stockholders from
our Board Chair and our Chief Executive Officer and President
March 29, 2021
Dear Fellow Stockholders,
On behalf of our Board of Directors (the “Board”) and management team of National Instruments Corporation (the “Company” or “NI”), we are pleased to invite you to attend our virtual 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 11, 2021, at 9:00 a.m., Central Daylight Time. A notice of the meeting and our 2021 Proxy Statement containing important information about the matters to be voted upon and instructions on how you can vote your shares follow this letter.
This year we are offering a virtual stockholder meeting through which you can view the Annual Meeting, submit questions and vote online. We will also provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/NATI2021. A webcast, slides, and audio of the entire Annual Meeting will be available on the Investor Relations page of our Company website within a few days of the meeting and will remain available for one year from the date of the meeting. We hope this will enable those who cannot attend the meeting in person to hear NI’s executives discuss our plans. In addition, we make available at our Investor Relations website a variety of information for investors. Our goal is to maintain the Company Investor Relations page as a portal through which investors can easily find or navigate to pertinent information about us.
Your vote is important to us. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the internet, by phone, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you attend the Annual Meeting, you can vote in person, even if you have previously submitted your proxy.
On behalf of the Board, we would like to express our appreciation for your continued investment in NI. We look forward to greeting as many of you as possible.
Sincerely,
​
Place:
​​
All stockholders are cordially invited to attend the National Instruments Corporation (“NI”) 2020 Annual Meeting of Stockholders (“Annual Meeting”) via live webcast by visiting the following website: www.virtualshareholdermeeting.com/NATI2020. You will be able to participate in the Annual Meeting, vote your shares electronically and submit your questions during the live webcast by entering your 16-digit control number found on the voting form provided. Voting at www.proxyvote.com will ensure your representation at the Annual Meeting regardless of whether you participate in our live webcast.
​
​
​​
​
​
Michael E. McGrath
Board Chair
​​
Eric H. Starkloff
CEO and President
​
​​
 
​​

TABLE OF CONTENTS


Notice of 2021 Annual

Meeting of Stockholders
​
Business:Meeting Information

Date & Time
Tuesday, May 11, 2021
9:00 a.m., CDT

Location
Via live webcast by visiting the following website:
www.virtualshareholdermeeting.com/NATI2021

Record Date
March 15, 2021
​
How to Vote
Your vote is important! Please vote your shares in person or in one of the following ways:
​
By Internet
​​
1.By Phone
​​
To elect eachBy Mail
​​
By Mobile Device
​
​
Visit the website listed in your notice of Michael E. McGrathinternet availability of proxy materials or your proxy or voting instruction form
​​
Call the toll-free voting number in your voting materials
​​
Mail your completed and Alexander M. Davern tosigned proxy or voting instruction form
​​
Scan the BoardQR Barcode on your voting materials
​
​
Items of DirectorsBusiness
​
​
1
​​
Elect the director nominees named in our proxy statement for a term of three years.
​
​
2
​​
2.Vote on an advisory resolution to approve executive compensation.
​
​
3
​​
To approve the National Instruments Corporation 2020 Equity Incentive Plan.
​​
3.
​​
To ratifyRatify the appointment of Ernst & Young LLP as National Instruments Corporation’sthe company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.2021.
​
​
4
​​
4.
​​
To consider and approve an advisory (non-binding) proposal concerning our executive compensation program.
​​
5.
​​
To transact suchConsider any other business as may properly comebrought before the meeting or any adjournment thereof.
​​
meeting.
​
By Order of our Board of Directors,

R. Eddie Dixon, Jr.
Chief Legal Officer, Senior Vice President & Secretary
March 29, 2021
Record Date:
​​
Only stockholders of record atImportant Notice Regarding the close of business on March 6, 2020, are entitled to receive notice of and to vote at the Annual Meeting.
​​
​
Voting By Proxy:
​​
Whether or not you plan to attend the Annual Meeting via live webcast, we hope that you will vote as soon as possible. You may vote on the Internet or by telephone by following the instructions provided in the Notice of Internet Availability of Proxy Materials you received in the mail. If you received a paper copy of a proxy card by mail in response to your request for a hard copy of the proxy materials for the Annual Meeting you may also vote by completing, signing and dating your proxy card and mailing it in the postage-prepaid envelope enclosed for that purpose by following the instructions on the proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting. For more details on how to vote your shares, please review the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. Stockholders attending the Annual Meeting may vote at the Annual Meeting even if they have submitted a proxy. Attendance at the Annual Meeting will not cause your previously submitted proxy to be revoked unless you vote in person atHeld on May 11, 2021: National Instruments Corporation’s 2021 Proxy Statement and Annual Report to Stockholders for the Annual Meeting. If your sharesyear ended December 31, 2020 are held in the name of a broker, trustee, bank or other nominee, please coordinate with your broker, trustee, bank or other nominee to determine the method of voting your shares.available at:
www.virtualshareholdermeeting.com/NATI2021
​
Sincerely,
/s/ R. Eddie Dixon, Jr.
Vice President, General CounselThis Notice and Secretary
the accompanying Proxy Statement, 2020 Annual Report, and Proxy Card or voting instruction form were first made available to stockholders beginning on March 24, 202029, 2021. You may vote if you owned shares of our common stock at the close of business on March 15, 2021, the record date for notice of and voting at our Annual Meeting.

TABLE OF CONTENTS

INTRODUCTION
This Proxy Statement contains the information that a stockholder should know before voting on the proposals described in the Notice. This introduction highlights certain information contained in this Proxy Statement as well as other relevant information. You should read the entire Proxy Statement carefully before voting.
Our Business
Despite the uncertainties caused by the COVID-19 global pandemic, strong demand for system-level offerings in certain focus areas partially offset weakness in some of our broad-based and transportation offerings. We have continued to demonstrate our ability to adapt and respond during a challenging year across our organization. We are confident in the strength of our operating model and remain optimistic about our position to capture long-term growth opportunities as we continue to enhance our offerings in key focus areas. This year was a stress test of our strategy, and it proved resilient. The areas of our business we have focused on strategically showed growth, and although the global economy proved to be a headwind, we continued to see momentum build throughout the year with an all-time record for quarterly revenue in the fourth quarter. In times of uncertainty, the core strengths of NI remain clear — our highly differentiated software position, the diversity of our business, and the innovation of our people.
Our Strategy
Our overarching goal, which we call our core strategic vision, is to be the leader in software-connected automated test and automated measurement systems. This vision provides a framework to help us achieve our financial goals of profitability and revenue growth by:
Delivering value that gives our customers a competitive advantage
Providing a differentiated software-defined platform for automated test and automated measurement systems
Focusing on industry-specific applications that benefit from our platform's disruptive capabilities
Enhancing our system-level offerings to more fully meet customers' enterprise-wide challenges
In pursuing our vision, we have empowered our team to be deliberate about the market opportunities we pursue to fuel growth by targeting the applications where we believe our systems can provide significant value to our customers. We believe our differentiation in the market helps support the success of our customers, employees, community, and stockholders.
Our philosophy of putting the needs of our customers first and elevating the impact of their creativity and innovation is at the heart of how we do business. We utilize our expertise to partner with talented engineers and enterprises around the world to push the limits of innovation. We believe it is a combination of our people, technology and data that make a difference in helping our customers reach speed, scale and efficiency across all phases of the product development cycle.
Business Evolution
Our business has undergone a transformation to improve performance, enhance customers engagements, and align investments to high growth opportunities. To achieve this level of change requires clear focus and strong leadership. We will remain focused on accelerating our strategy for sustainable long-term growth, executing on our business goals, winning in our markets, and delivering increased value to all stakeholders.
Company Culture: Core Values and Corporate Identity
Over the last several years we have undergone organizational redesign and development with a heavy emphasis on change management. Our executive and management teams have endeavored to provide our employees with a clear understanding of why changes are being implemented and how they align to our corporate strategy. We believe the transparency of our strategy has enabled our employees to better understand how their role can make an impact toward achievement of our long-term financial targets.
We place a high degree of emphasis on employee engagement globally and believe that job satisfaction, clear career paths, and the difference our employees can make to our customers and society through engineering
​​
i
​​

TABLE OF CONTENTS

ambitiously will lead to a high performing global workforce. Our employee engagement scores have increased over the last three years while organizational change was at its highest. Successful retention of our talent is a key measure of our sustainability as an organization and thus a strategic focus for our executive leadership team.
In connection with the organizational changes we have made, we also redefined our purpose and our core values:
Be Bold
Be Kind
Be Connectors
Bold in our decisions and to challenge the status quo; Kind and candid in our interactions while promoting belonging, inclusion and constant respect for all people; and Connectors of people, ideas and technology.
We believe these values represent the strong culture of NI and how we want to be seen both internally at NI and externally with all our stakeholders. These are the values that we assess in both recruiting and retainment.
In 2020, we launched a new corporate identity which builds off our strong history and represents the acceleration of a new era of business for NI. A differentiated brand that now matches our differentiated technology in the market. It is about standing out in the market and stronger positioning of our software differentiation in areas of data analytics, cloud and the use of artificial intelligence to modernize our category. We are focused on disrupting the market, elevating the need for test, and the critical role of engineers. This is captured in our refined purpose to “engineer ambitiously.”
Value for all our Stakeholders
We are focused on creating long-term value for all of our stakeholders. Our ability to sustainably grow and generate profit delivers value to our customers, employees, stockholders, and community. Customers benefit from our continued investment in our technology and the expertise to support their success and technology needs. Employees benefit through the creation of opportunities for personal career growth and development. Stockholders benefit from receiving a solid return on the investment they make in us. Our success benefits our community of developers that build on our technology as well as the communities where we live, work, and give back.

Corporate Impact
We believe businesses of all kinds should be a leading force for good. At NI, we commit to doing our part by connecting people, technology and ideas to drive the positive change we want to see in the world. This is the right thing to do and is vital to our long-term stability. We are part of diverse, interconnected systems — our company, our society and our planet — that must work together to survive and thrive. Keeping these systems healthy is critical to fulfilling the promise of NI’s 100-year plan: to deliver consistent, lasting value for all stakeholders over time.
To this end, we spent 2020 interviewing our stakeholders — including NI stockholders, leaders, employees, suppliers and partners — to inform the development of our 2030 Corporate Impact Strategy launched in February
​​
ii
​​

TABLE OF CONTENTS

2021. The strategic framework for Environmental Social, and Corporate Governance (“ESG”) and Corporate Social Responsibility (“CSR”) outlines our goals and commitments for making a measurable difference over the next decade. It builds upon our deep-rooted culture of giving back. Our 2030 Corporate Impact Strategy priorities include cultivating a diverse, inclusive workforce and engineering talent pipeline; fostering equity and opportunity at NI and in our society; protecting our planet by reducing our environmental footprint; and helping innovators use NI products to address our most pressing social and environmental challenges. Our social responsibility initiatives focus on three pillars including changing the face of engineering, building a more equitable and thriving society, and engineering a healthier planet. Details of our Corporate Impact Strategy can be found on our website at www.ni.com/en-us/about-ni/corporate-impact.html. For the steps that we have taken with respect to governance, please see “Corporate Governance” section in this introduction below.
The oversight, management, and implementation of ESG programs and initiatives are structured to ensure these efforts are truly cross-functional and collaborative and are championed by executive leadership. The Board oversees ESG matters through its governance, audit and compensation committees. The executive leadership team (“ELT”) generally implements these programs through the Diversity Equity and Inclusion (“DEI”) Executive Council, Executive Impact Council, and the management leaders and related working groups noted below.

INVESTOR ENGAGEMENT PROGRAM
In recent years we have actively solicited the perspectives of many of our stockholders to help identify focus areas and priorities for the coming year. For example, outreach efforts in the third quarter of 2020 included requesting calls with our top 20 institutional stockholders. The discussions that were held with those who accepted our invitation were directed primarily toward (i) our growth strategy with focus on software, system-level product offerings, services and streamlining the process of doing business with NI; (ii) support of our employees during the COVID-19 pandemic; (iii) elevation of diversity initiatives; (iv) disclosure of diversity metrics; and (v) our Corporate Impact Strategy discussed above.
Each year the constructive and candid feedback we receive during these investor meetings helps inform our priorities, assess our progress, and enhance our corporate governance practices and disclosures.
​​
iii
​​

TABLE OF CONTENTS

CORPORATE GOVERNANCE
In prior years, we have taken action to enhance our governance practices in response to stockholder feedback. The following are some of the steps that we have taken in order to address issues our stockholders and other members of the investment community have identified as priorities.

We will continue to consider other actions we should take in response to our stockholder feedback and will continue to enhance our stockholder engagement program in order to consistently engage with, listen to, and learn from our stockholders.
Qualifications and Experience of Directors
In considering each of our directors, the Board and the Nomination & Governance Committee has evaluated a potential director’s background, qualifications, attributes and relevant skills. The Board and the Nomination & Governance Committee have considered those nomination criteria described below, as well as the value of the relationships directors have formed while working together on the Board and the deep knowledge of NI they have developed as a result of such service. The Board and the Nomination & Governance Committee also evaluated each of the director’s contributions to the Board and role in the operation of the Board as a whole.
We believe our director nominees bring a well-rounded variety of experiences, qualifications, attributes and relevant skills, and represent a balance of experience with NI and a fresh perspective. The table below summarizes some of the experience, qualifications, attributes and skills of our directors. This high-level summary is not intended to be an exhaustive list of our directors’ skills or contributions to the Board, but an identification of special expertise or prominence that a particular director may bring to the Board as a whole. Further information on each director, including his or her specific experience, qualifications, attributes and skills is set forth in the biographies on pages 5 to 9 of this Proxy Statement.
​​
iv
​​

TABLE OF CONTENTS

Our Directors’ Skills and Diverse Qualifications


In addition, the Nomination & Governance Committee and the Board consider diversity in the characteristics of director candidates, including each candidate’s unique background, with the goal of enhancing the Board’s ability to effectively perform its oversight function.

​​
v
​​

TABLE OF CONTENTS

Our Board is divided into three classes, with the terms of the Class III directors expiring this year. The Board and the Nomination & Governance Committee has nominated Ms. Gayla J. Delly, Dr. Gerhard P. Fettweis, and Ms. Duy-Loan T. Le for election at the Annual Meeting to serve for a term of three years.
​
Gayla J. Delly
Independent
​​
Gerhard P. Fettweis
Independent
​​
Duy-Loan T. Le
Independent
​
​
Former Chief Executive Officer of
Benchmark Electronics, Inc.
​​
Vodafone Chair Professor at the
Technical University of Dresden
​​
Former Senior Fellow of Texas
Instruments, Inc.
​
​
​​
​​
​
​
Age: 61
Director Since: 2020
Committees: Audit, Nomination & Governance
Other Public Boards: 2
​​
Age: 58
Director Since: 2016
Committees: Audit, Compensation
Other Public Boards: 0
​​
Age: 58
Director Since: 2002
Committees: Compensation (Chair), Nomination & Governance
Other Public Boards: 3
​
​​
vi
​​

TABLE OF CONTENTS

PROXY STATEMENT
TABLE OF CONTENTS
Information Concerning Solicitation and Voting
​​
1
General
​​
1
Householding of Annual Meeting Materials
​​
1
Record Date; Outstanding Shares
​​
1
Voting and Solicitation
​​
1
Treatment of Abstentions and Broker Non-Votes
​​
2
Tabulation and Reporting of Voting Results
​​
2
Revocability of Proxies
​​
2
Deadline for Receipt of Stockholder Proposals
​​
3
Proposal One: Election of Directors
​​
4
General
​​
4
Vote Required; Recommendation of the Board of Directors
​​
4
Nominees for Election at the Annual Meeting
​​
5
Incumbent Directors Whose Terms of Office Continue After the Annual Meeting
​​
7
Security Ownership of Certain Beneficial Owners and Management
​​
1210
Corporate Governance
​​
14
Responsiveness to Investors
​​
1412
Board Meetings and Committees
​​
1512
Board Leadership Structure
​​
1512
Communications to the Board of Directors
​​
1512
Audit Committee
​​
1512
Nomination and& Governance Committee
​​
1613
Compensation Committee
​​
1613
Compensation Committee Interlocks and Insider Participation
​​
1815
Certain Relationships and Related Transactions
​​
1815
Transactions with Related Persons
​​
1815
Policy and Procedures for Review, Approval, or Ratification of Related Party Transactions
​​
1815
Board Compensation
​​
2017
Determining Compensation for Non-Employee Directors in 20192020
​​
2017
Discussion of Director Compensation
​​
2117
Executive Officers
​​
2219
Executive Compensation
​​
2320
Compensation Discussion and Analysis
​​
2320
Executive Summary
​​
2320
20192020 Executive Compensation Highlights
​​
2521
Compensation Philosophy and Objectives
​​
2824
Compensation-Setting Process
​​
2925
Elements of Executive Compensation
​​
3128
Employment Arrangements and Post-Employment Compensation
​​
3733
Other Compensation Policies
​​
3835
Tax and Accounting Considerations
​​
36

TABLE OF CONTENTS

Tax and Accounting Considerations
​​
39
​Compensation Committee Report
​​
4037
​Summary Compensation Table and Grants of Plan-Based Awards Table Discussion
​​
4542
Pension Benefits and Nonqualified Deferred Compensation
​​
4744
Potential Payments Upon Termination or Change in Control
​​
4744
CEO Pay Ratio Disclosure
​​
50
Delinquent Section 16(a) Reports
​​
5148
Equity Compensation Plan Information
​​
5149
Report of the Audit Committee
​​
5250
Proposal Two: Approval of the National Instruments Corporation 2020 Equity Incentive PlanExecutive Compensation
​​
5351
Proposal Three: Ratification of Independent Registered Public Accounting Firm
​​
57
Proposal Four: Approval of Executive Compensation
​​
5852
Code of Ethics
​​
5954
Other Matters
​​
59
Exhibit A: National Instruments Corporation 2020 Equity Incentive Plan
​​
A-154

TABLE OF CONTENTS

NATIONAL INSTRUMENTS CORPORATION
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The Board of Directors (the “Board”) of National Instruments Corporation, a Delaware corporation (“NI” or the “Company”), has made proxy materials available to you on the Internetinternet or, upon your request, has delivered printed versions of proxy materials to you by mail, in connection with the Board’s solicitation of proxies for use at NI’s 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 5, 2020,11, 2021, at 9:00 AM, Central Daylight Time, or at any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders. Due to the public health impact of the coronavirus (COVID-19)COVID-19 and to support the well-being of our employees and stockholders, please note that the Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/NATI2020.NATI2021.
Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), NI is furnishing proxy materials to NI’s stockholders on the Internet,internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet.internet. If you received a noticeNotice of internet availabilityInternet Availability of proxy materialsProxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. We anticipate that the Notice of Internet Availability of Proxy Materials will be mailed to stockholders on or about March 24, 2020.29, 2021.
NI's corporate offices are located at 11500 North Mopac Expressway, Austin, Texas 78759. NI’s general corporate telephone number is (512) 683-0100.
Householding of Annual Meeting Materials
Some brokers and other nominee record holders may be participating in the practice of “householding” Noticesnotices of Internet Availabilityinternet availability of Proxy Materials,proxy materials, proxy statements and annual reports. This means that, unless NI has received instructions to the contrary, only one copy of the Notice of Internet Availability of Proxy Materials may have been sent to multiple stockholders living in the same household. We will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials and, as applicable, any additional proxy materials to any stockholder who contacts our investor relations department at 11500 North Mopac Expressway, Austin, Texas 78759-3504, (512) 683-5215, requesting such copies. If stockholders living in the same household are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or the printed versions of such other proxy materials and would like to receive a single copy of these documents in the future, the stockholders should contact their broker, other nominee record holder, or our investor relations department to request mailing of a single copy of any of these documents.
Record Date; Outstanding Shares
Stockholders of record at the close of business on March 6, 202015, 2021 (the “Record Date”) are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, 130,758,784131,607,036 shares of NI’s common stock, $0.01 par value, were issued and outstanding.
Voting and Solicitation
Every stockholder of record on the Record Date is entitled, for each share held, to one vote on each proposal that comes before the Annual Meeting. In the election of directors in Proposal One, each stockholder will be entitled to vote for twothree nominees and the twothree nominees with the greatest number of votes will be elected. However, pursuant to the terms of our Corporate Governance Guidelines, any nominee for director in an uncontested election who receives a greater number of “withhold” votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation following certification of the stockholder vote. See “Proposal One: Election of Directors—Vote Required; Recommendation of the Board of Directors” for additional information on these guidelines.
 
​​
1
​​

TABLE OF CONTENTS

The affirmative vote of a majority of the shares of NI common stock that are present, in person (electronically) or by proxy, and entitled to vote, will be required to approve Proposals Two Three and Four.Three.
Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote on the Internet,internet, by telephone or, if you received a paper copy of the proxy materials, by completing, signing and mailing the proxy card enclosed therewith in the postage-prepaid envelope provided for that purpose. Voting over the Internet,internet, by telephone or by written proxy will ensure your representation at the Annual Meeting, if you do not attend and vote via live webcast. For specific instructions on how to vote your shares, please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or the proxy card if you received a paper copy of the proxy materials.
The cost of this solicitation will be borne by NI. NI may reimburse expenses incurred by brokerage firms and other persons representing beneficial owners of shares in forwarding solicitation materials to beneficial owners. Proxies may be solicited by certain of NI’s directors, officers and other employees, without additional compensation, personally, by telephone or by email.
Treatment of Abstentions and Broker Non-Votes
Abstentions
Abstentions will be counted for purposes of determining (i) the presence or absence of a quorum for the transaction of business and (ii) for purposes of determining the number of outstanding shares entitled to vote and voted, in person or by proxy. Thus, abstentions will have the same effect as a vote against Proposals Two Three and Four.Three. There is no voting option to abstain with respect to Proposal One.
Broker Non-Votes
A broker will vote your shares only if the proposal is a matter on which your broker has discretion to vote (such as the ratification of our independent registered public accounting firm in Proposal Three), or if you provide instructions on how to vote by following the instructions provided to you by your broker.
So long as a broker has discretion to vote on at least one item presented at the meeting, broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. On other proposals for which the broker has expressly not voted, broker non-votes will not be counted: (i) as votes cast with respect to Proposal One, or (ii) for purposes of determining the number of outstanding shares entitled to vote, that are present, in person or by proxy, with respect to proposals Two and Four, and (ii) as votes cast with respect to Proposal One.Two. Accordingly, broker nonvotes will have no effect on the outcome of the voting on Proposals One Two, and Four.Two. There should be no broker non-votes with respect to Proposal Three.
Tabulation and Reporting of Voting Results
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. NI will publish the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.
Revocability of Proxies
Proxies given pursuant to this solicitation may be revoked at any time before they have been used. You may change or revoke your proxy by entering a new vote by Internetinternet or by telephone or by delivering a written notice of revocation to the Secretary of NI or by completing a new proxy card bearing a later date (which automatically revokes the earlier proxy instructions). Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote in person at the Annual Meeting.
 
​​
2
​​

TABLE OF CONTENTS

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholders of NI may submit proper proposals for inclusion in NI’s Proxy Statementour proxy statement and for consideration at the annual meeting of stockholders to be held in 20212022 by submitting their proposals in writing to the Secretary of NI in a timely manner. In order to be considered for inclusion in NI’s proxy materials for the annual meeting of stockholders to be held in 2021,2022, stockholder proposals must be received by the Secretary of NI no later than November 24, 2020,29, 2021 and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Under NI’s amended bylaws (the “Bylaws”), a stockholder (or a group of not more than 20 stockholders) that has held at least 3% of NI’s outstanding common stock continuously for at least three years, may nominate and include in our proxy materials for our 20212022 annual meeting, director nominees constituting up to the greater of 20% of the number of persons serving on the Board or two directors, provided that such nominees do not exceed half of the directors to be elected at an annual meeting and that the requirements set forth in the Bylaws are satisfied. To utilize such “proxy access” nomination process, among other things, the electing stockholder(s) and proposed nominee(s) must comply with the detailed requirements set forth in the Bylaws, including the provision of the proposing stockholder information, various other required information, representations, undertakings, agreements and other requirements as set forth in the Bylaws and as required by law. One such requirement is that the nomination(s) must be received in a timely manner between 120 days and 150 days prior to the anniversary of the date our proxy statement was first sent to stockholders in connection with the last annual meeting, which for our proxy materials for the 20212022 annual meeting would be no earlier than October 25, 202030, 2021 and no later than November 24, 2020.29, 2021.
The Bylaws establish an advance notice procedure with regard to business to be brought before an annual meeting, including stockholder proposals not included in NI’s Proxy Statement.proxy statement. Except as provided above, for director nominations or other business to be properly brought before NI’s 20212022 annual meeting by a stockholder, such stockholder must deliver written notice to the Secretary of NI at NI’s principal executive office no later than January 23, 202128, 2022 and no earlier than December 24, 2020.29, 2021. If the date of NI’s 20212022 annual meeting is advanced or delayed by more than 30 calendar days from the first anniversary date of the 2020this Annual Meeting, a stockholder’s notice of a proposal will be timely if it is received by NI by the close of business on the later of (i) the 90th day prior to the 20212022 annual meeting and (ii) the 10th day following the day NI first publicly announces the date of the 20212022 annual meeting.
The proxy grants the proxy holders discretionary authority to vote on any matter raised at the Annual Meeting.an annual meeting of stockholders. If a stockholder fails to comply with the foregoing notice provisions, proxy holders will be allowed to use their discretionary voting authority on such matter should the stockholder proposal come before the 20212022 annual meeting.
The description of certain provisions of the Bylaws above is intended as a summary and is qualified in its entirety by reference to the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. A copy of the full text of the Bylaw provisions governing the notice requirements set forth above may be obtained by writing to the Secretary of NI. All notices of proposals and director nominations by stockholders should be sent to National Instruments Corporation, 11500 North Mopac Expressway, Building C, Austin, Texas 78759, Attention: Corporate Secretary.
 
​​
3
​​

TABLE OF CONTENTS

PROPOSAL ONE: ELECTION OF DIRECTORS
General
NI’s Board of Directors is divided into three classes, with the term of the office of one class expiring each year. The authorized number of directors which constitutes the entire Board of Directors is currently ten, with three directorsdirector seats in Class I, three directorsdirector seats in Class II, and four directorsdirector seats in Class III.
The terms of office of our Class IIIII directors Mr. Michael E. McGrath, Mr. Alexander M. Davern, and Mr. Jeffrey L. Kodosky will expire at the 2020 annual meeting. On January 29, 2020, Mr. Kodosky informed the Board that he would not stand for re-election as a Class II director at the Annual Meeting. There was no disagreement or dispute between Mr. Kodosky and NI that led to his decision not to stand for re-election. Mr. Kodosky continues to hold the position within NI of Business and Technology Fellow and provides NI with direction and development for LabVIEW and other software technologies.
NI’s Board of Directors has nominated Mr. Michael E. McGrath and Mr. Alexander M. Davern for election at the Annual Meeting as Class II directors to serve for a term of three years. The terms of office of Class III directorsand include Ms. Gayla J. Delly, Dr. Gerhard P. Fettweis, Ms. Duy-Loan T. Le, and Mr. Charles J. Roesslein will expireRoesslein.
Our Board has nominated Ms. Gayla J. Delly, Dr. Gerhard P. Fettweis, and Ms. Duy-Loan T. Le for election at the 2021 annual meeting. Annual Meeting as Class III directors to serve for a term of three years. The Board did not nominate Mr. Roesslein for election at the Annual Meeting in consideration of the retirement policy provisions of NI’s Corporate Governance Guidelines. There was no disagreement or dispute between Mr. Roesslein and NI that led to this decision. Upon completion of Mr. Roesslein’s current term as director, the authorized number of directors on the Board will be reduced to eight members, with three directors in each of Class I and Class III and two directors in Class II.
The terms of office of Class I directors Mr. James E. Cashman, III, Mr. Liam K. Griffin, and Mr. Eric H. Starkloff will expire at the 2022 annual meeting and the terms of office of Class II directors Mr. Michael E. McGrath and Mr. Alexander M. Davern will expire at the 2023 annual meeting.
Under the listing requirements of the Nasdaq Stock Market (“Nasdaq”), a majority of the Board of Directors must be comprised of independent directors. The Board of Directors has determined that each of Mr. Cashman, Ms. Delly, Dr. Fettweis, Mr. Griffin, Ms. Le, Mr. McGrath, and Mr. Roesslein is independent under applicable Nasdaq listing standards and Rule 10A-3 of the Securities Exchange Act of 1934.Act.
Vote Required; Recommendation of the Board of Directors
Directors shall be elected by a plurality of the votes. Each stockholder will be entitled to vote for twothree nominees and the twothree nominees receiving the greatest number of affirmative votes of the shares present in person or represented by proxy at the Annual Meeting, and entitled to vote in the election of directors, shall be elected to the Board of Directors.Board. Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum. Cumulative voting is not permitted by NI’s Certificate of Incorporation.
Under NI’s Corporate Governance Guidelines, any nominee for director in an uncontested election (i.e., an election where the only nominees are those recommended by the Board) who receives a greater number of “withhold” votes “withheld” from his or her election than votes “for” such election, shall promptly tender his or her resignation following certification of the stockholder vote. In such event, the Nomination and& Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the “withheld”“withhold” votes. In making this recommendation, the Nomination and& Governance Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons why stockholders “withheld”withheld votes for election from such director (if ascertainable), the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to NI, whether by accepting such resignation NI will no longer be in compliance with any applicable law, rule, regulation or governing document, and whether or not accepting the resignation is in the best interests of NI and its stockholders.
The Board will promptly act on the Nomination and& Governance Committee’s recommendation no later than 90 days following its receipt of such recommendation. In considering the Nomination and& Governance Committee’s recommendation, the Board will consider the factors considered by the Nomination and& Governance Committee and such additional information and factors the Board believes to be relevant.
Unless otherwise instructed, the proxy holders will vote the proxies received by them for NI’s nominees named below. If any nominee of NI is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board of Directors to fill the vacancy. It is not currently expected that any nominee will be unable or will decline to serve as a director.
The Board of Directors unanimously recommends a vote “FOR” the nominees listed below.
 
​​
4
​​

TABLE OF CONTENTS

Nominees for Election at the Annual Meeting
The Nomination and& Governance Committee, consisting solely of independent directors as determined under applicable Nasdaq listing standards, recommended the twothree individuals set forth in the table below for nomination by our full Board of Directors.Board. Based on such recommendation, our Board of Directors nominated such directors for election at the Annual Meeting. The Board of Directors has determined that Mr. Michael E. McGrath isMs. Gayla J. Delly, Dr. Gerhard P. Fettweis, and Ms. Duy-Loan T. Le are each independent under applicable Nasdaq listing standards and Rule 10A-3 of the Securities Exchange Act of 1934.Act. The following sets forth information concerning the nominees for election as directors at the Annual Meeting, including information as to each nominee’s age as of the Record Date, current principal occupation and business experience.
​
​

​​
Michael E. McGrath, 70 - Director since May 2014; Former Chief Executive Officer of i2 Technologies and Pittiglio Rabin Todd & McGrath, Business Strategy Consultant.
​
​
​
​
Business Experience: Mr. McGrath is an experienced executive, director, entrepreneur and author. His areas of expertise include strategy, product development, decision-making techniques, supply chain, and autonomous vehicles. He served as a director of i2 Technologies, a supply chain management and software services company, from September 2004 to May 2008, and as its CEO and President from February 2005 to July 2007. He served on the board of directors of Entrust, Inc., from February 2007, and as Chairman of the Board starting in November 2008, until the company was sold in July 2009. He served as executive chairman of the board of The Thomas Group from February 2008 to March 2012, and as acting CEO for a period of time. The Thomas Group filed for bankruptcy protection in March 2012. He also served on the board of Sensable Technologies from 2000 until 2009 and served on the board of Revolution Analytics from 2014 until 2015. He was a founder and the Chief Executive Officer of Pittiglio Rabin Todd & McGrath, a global management consulting firm, for 28 years, retiring from the firm in July 2004. Mr. McGrath is the author of Autonomous Vehicles: Opportunities, Strategies, and Disruptions; Product Strategy for High-Technology Companies; Business Decisions!; and other books. Mr. McGrath received his bachelor’s degree in Computer Science from Boston College, and his master’s degree in Business Administration from Harvard Business School.
​
​
​
​
The Board concluded that Mr. McGrath should serve as a director because he has an extensive background in product development strategy, strategic product marketing, and software services. Having served as CEO of i2 Technologies, a vendor of supply chain management software, he has knowledge of software systems, experience selling into corporate opportunities, and experience developing large accounts. In particular, he has experience with management functions including software marketing and sales force management activities, and software development. He is an experienced consultant and author with knowledge of cloud computing and smartmobile applications, which are relevant for NI’s business. Mr. McGrath serves as the Chair of the Board of Directors. He serves as a member of the Audit Committee and Chair of the Nomination and Governance Committee.
​
 
​​
5
​​

TABLE OF CONTENTS

​
​
​​
Alexander M. Davern, 53 - Director since January 2017; Former Chief Executive Officer of NI.
​
​
​
​
Business Experience: Mr. Davern joined NI in February 1994 and served as Chief Executive Officer from January 2017 to February 2020. He previously served as President from January 2017 to October 2018. He served as Chief Operating Officer, Executive Vice President, Chief Financial Officer and Treasurer from October 2010 to December 2016. Mr. Davern also served as NI’s Chief Financial Officer, Senior Vice President, IT and Manufacturing Operations and Treasurer from December 2002 to October 2010; as Chief Financial Officer and Treasurer from December 1997 to December 2002; as Acting Chief Financial Officer and Treasurer from July 1997 to December 1997; and as Corporate Controller and International Controller. Prior to joining NI, Mr. Davern worked both in Europe and in the United States for the international accounting firm of Price Waterhouse, LLP. Mr. Davern received his bachelor’s degree in Commerce and a diploma in professional accounting from University College in Dublin, Ireland. Mr. Davern is a director of Cirrus Logic, Inc., a publicly traded company.
​
​
​
​
The Board concluded that Mr. Davern should serve as a director because of his former role as NI’s Chief Executive Officer and because he has held other executive officer positions with NI for over 19 years. In these roles, Mr. Davern has gained extensive knowledge of NI’s business, financial and operations matters, and the Board believes that Mr. Davern is well suited to help define and execute NI’s corporate strategy. Mr. Davern also serves as a director for Cirrus Logic, Inc., another publicly traded company, and has strong expertise in governance matters.
​
​​
6
​​

TABLE OF CONTENTS

INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE
CONTINUE AFTER THE ANNUAL MEETING
The following sets forth information concerning the directors whose terms of office continue after the Annual Meeting, including information as to each director’s age as of the Record Date, current principal occupation and business experience.
​
​

​​
James E. Cashman, III, 66 - Director since March 2019; Former Board Chairman of ANSYS, Inc; Former President and Chief Executive Officer of ANSYS, Inc.
​
​
​
​
Business Experience: Mr. Cashman was Chairman of the board of directors ANSYS Inc., an engineering simulation software company, from January 2017 through April 2019. Prior to becoming Chairman of ANSYS, Mr. Cashman was the Chief Executive Officer and a director of ANSYS from February 2000 through December 2016. Prior to his general management role with ANSYS, Mr. Cashman served as Senior Vice President of Operations of ANSYS from September 1997 to April 1999. He also served from 1995 to 1997, as Vice President of Marketing and International Operations at PAR Technology Corporation, a computer software and hardware company, and from 1992 to 1994, he was Vice President of Product Development and Marketing at Metaphase Technology, Inc., a product data management company, which was a joint venture of Structural Dynamics Research Corporation and Control Data Systems. From 1976 to 1992, he worked in various sales and technical positions at Structural Dynamics Research Corporation, a computer-aided design company. Mr. Cashman holds a bachelor’s degree in Mechanical Engineering and a master’s degree in Business Administration, both from the University of Cincinnati.
​
​
​
​
The Board concluded that Mr. Cashman should be nominated and serve as a director because he brings a wealth of experience in the areas of technical, financial, operations and sales management and has been key to the success of numerous computer-aided design, product data management, transaction processing, and computer-aided engineering companies. In each role, Mr. Cashman has focused on developing clarity-of-vision and giving appropriate guidance to provide strong leadership. He serves as a member of the Audit Committee and a member of the Compensation Committee.
​
​​
7
​​

TABLE OF CONTENTS

​
​

​​
Gayla J. Delly, 6061 - Director since March 2020; Former Chief Executive Officer of Benchmark Electronics, Inc.
​
​
​
​
Business Experience: Ms. Delly served as Chief Executive Officer of Benchmark Electronics Inc. (“Benchmark”), a company that provides contract manufacturing, design, engineering, test and distribution services to manufacturers of computers, medical devices, telecommunications equipment and industrial control and test instruments from January 2012 to September 2016 and served on the board of directors of Benchmark from 2011 to September 2016. At Benchmark, she previously served as President from 2006 to December 2011, Executive Vice President and Chief Financial Officer from 2001 to 2006, and as Corporate Controller and Treasurer from 1995 to 2001. Ms. Delly is a certified public accountant and was a senior audit manager at KPMG before joining Benchmark. Ms. Delly serves as an independent director of Broadcom Inc., a public company, listed on the Nasdaq Global Select Market and is a member of its Audit Committee and Nominating and Corporate Governance Committee. Since January 2008, Ms. Delly has served as an independent director of Flowserve Corporation, a public company, listed on the New York Stock Exchange, and serves as a member of its Organization and Compensation Committee and theits Corporate Governance & Nominating Committee. Ms. Delly served as chair of Flowserve’s audit committee from 2015 to May 2019. Ms. Delly received her bachelor’s degree in Accounting from Samford University.
​
​
​
​
The Board concluded that Ms. Delly’s qualifications toDelly should serve on our Board includeas a director because of her leadership experience in senior executive and financial management positions, her international manufacturing experience, her education and experience as an accounting professional, as well as her public company board and committee experience. The Board has not appointed Ms. Delly to serve on any committeesShe currently serves as a member of the Board at this time.our Audit Committee and our Nomination & Governance Committee.
​
​
​

​​
Gerhard P. Fettweis, PhD, 5758 - Director since March 2016; Vodafone Chair Professor at the Technical University of Dresden.
​
​
​
​
Business Experience: Since September 1994, Dr. Fettweis has served as the Vodafone Chair Professor of Electrical Engineering at the Technical University of Dresden, where his research focuses on next generation wireless systems. In connection with that role, he has spun-out twelve startup companies from the university. From August 2015 to February 2016, he served as a visiting professor at the University of California at Berkeley and as a senior researcher at the International Computer Science Institute. Dr. Fettweis is a member of the German National Academy of Science and Engineering and a fellow of the Institute of Electrical and Electronics Engineers (“IEEE”). He has received numerous awards recognizing his contributions in the field of electrical engineering. Dr. Fettweis has authored or co-authored two books and is listed as an inventor on over thirty issued patents. Dr. Fettweis received his Dipl.-Ing. in Electrical Engineering in 1986 and his PhD in Electrical Engineering in 1990, each from Aachen University of Technology.
​
​
​
​
The Board concluded that Dr. Fettweis should serve as a director because of his strong technical background and extensive knowledge in electrical engineering, as well as his experience in science, technology and business. Additionally, he is very involved in the scientific community and has leadership and management experience through his role as the Vodafone Chair Professor at the Technical University of Dresden. He currently serves as a member of theour Audit Committee and a member of theour Compensation Committee.
​
​​
5
​​

TABLE OF CONTENTS

​

​​
Duy-Loan T. Le, 58 - Director since September 2002; Former Senior Fellow of Texas Instruments, Inc.
​
​
​
​
Business Experience: Ms. Le retired in July 2017 from Texas Instruments Inc. (“TI”), one of the leading semiconductor companies in the world. Ms. Le was elected Senior Fellow in 2002 and is the only woman in TI’s history elected to this highest Fellow rank. She held various leadership positions at TI, including Advanced Technology Ramp Manager for the Embedded Processing Division and worldwide project manager for the Memory Division. While at TI, Ms. Le led all aspects of execution for advanced technology nodes, including silica technology development, design, assembly and test, productization, qualification, release to market, high volume ramp, and quality and reliability assurance. She has experience opening international offices and developing engineering talent for the TI business. Ms. Le has been awarded 24 patents. She holds a bachelor’s degree in Electrical Engineering from the University of Texas at Austin and a master’s degree in Business Administration from the Bauer College of Business at the University of Houston. Ms. Le is currently a member of the board of directors of Ballard Power Systems, a publicly traded company; CREE, Inc., a publicly traded company; and Atomera, Inc., a publicly traded company.
​
​
​
​
The Board concluded that Ms. Le should serve as a director because she has extensive experience managing platform-based product development and is a results-oriented and highly accomplished technology executive with extensive experience in various aspects of semiconductor design and manufacture, including operations, research and development, product launch, customer interfacing, foundry partnership, and supply chain management while at TI. She also managed global R&D centers for TI, and these centers span multiple countries, disciplines, businesses, and organizations across TI. She has over 20 years of process manufacturing experience. These skills and knowledge are relevant for NI’s business. She serves as Chair of our Compensation Committee and a member of our Nomination & Governance Committee.
​
​​
6
​​

TABLE OF CONTENTS

INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE
CONTINUE AFTER THE ANNUAL MEETING
The following sets forth information concerning the other directors whose terms of office continue after the Annual Meeting, including information as to each director’s age as of the Record Date, current principal occupation and business experience.
​


​​
Michael E. McGrath, 71 - Director since May 2014; Former Chief Executive Officer of i2 Technologies and Pittiglio Rabin Todd & McGrath, Business Strategy Consultant.
​
​
​
​
Business Experience: Mr. McGrath is an experienced executive, director, entrepreneur and author. His areas of expertise include strategy, product development, decision-making techniques, supply chain, and autonomous vehicles. He served as a director of i2 Technologies, a public company and supply chain management and software services vendor, from September 2004 to May 2008, and as its CEO and President from February 2005 to July 2007. He served on the board of directors of Entrust, Inc., a public company, from February 2007, and as Chairman of the Board starting in November 2008, until the company was sold in July 2009. He served as executive chairman of the board of The Thomas Group, a public company, from February 2008 to March 2012, and as acting CEO for a period of time. The Thomas Group filed for bankruptcy protection in March 2012. He also served on the board of Sensable Technologies from 2000 until 2009 and served on the board of Revolution Analytics from 2014 until 2015. He was a founder and the Chief Executive Officer of Pittiglio Rabin Todd & McGrath, a global management consulting firm, for 28 years, retiring from the firm in July 2004. Mr. McGrath is the author of Autonomous Vehicles: Opportunities, Strategies, and Disruptions; Product Strategy for High-Technology Companies; Business Decisions! and other books. Mr. McGrath received his bachelor’s degree in Computer Science from Boston College, and his master’s degree in Business Administration from Harvard Business School.
​
​
​
​
The Board concluded that Mr. McGrath should serve as a director because he has an extensive background in product development strategy, strategic product marketing, and software services. Having served as CEO of i2 Technologies, a vendor of supply chain management software, he has knowledge of software systems, experience selling into corporate opportunities, and experience developing large accounts. In particular, he has experience with management functions including software marketing and sales force management activities, and software development. He is an experienced consultant and author with knowledge of cloud computing and smartmobile applications, which are relevant for NI’s business. Mr. McGrath currently serves as our Chair of the Board as well as a member of our Audit Committee and Chair of our Nomination & Governance Committee.
​
​​
7
​​

TABLE OF CONTENTS

​


​​
James E. Cashman, III, 67 - Director since March 2019; Former Board Chairman of ANSYS, Inc; Former President and Chief Executive Officer of ANSYS, Inc.
​
​
​
​
Business Experience: Mr. Cashman was Chairman from January 2017 through April 2019 of ANSYS Inc., an engineering simulation software company. Prior to becoming Chairman of ANSYS, Mr. Cashman was the Chief Executive Officer and a director of ANSYS from February 2000 through December 2016. Prior to his general management role with ANSYS, Mr. Cashman served as Senior Vice President of Operations of ANSYS from September 1997 to April 1999. He also served from 1995 to 1997, as Vice President of Marketing and International Operations at PAR Technology Corporation, a computer software and hardware company, and from 1992 to 1994, he was Vice President of Product Development and Marketing at Metaphase Technology, Inc., a product data management company, which was a joint venture of Structural Dynamics Research Corporation and Control Data Systems. From 1976 to 1992, he worked in various sales and technical positions at Structural Dynamics Research Corporation, a computer-aided design company. Mr. Cashman holds a bachelor’s degree in Mechanical Engineering and a master’s degree in Business Administration, both from the University of Cincinnati. Mr. Cashman is a director of Certara, Inc., a publicly traded company, and is a member of its Audit Committee.
​
​
​
​
The Board concluded that Mr. Cashman should serve as a director because he brings a wealth of experience in the areas of technical, financial, operations and sales management and has been key to the success of numerous computer-aided design, product data management, transaction processing, and computer-aided engineering companies. In each role, Mr. Cashman has focused on developing clarity-of-vision and giving appropriate guidance to provide strong leadership. He serves as a member of our Audit Committee and a member of our Nomination & Governance Committee.
​
​


​​
Alexander M. Davern, 54 - Director since January 2017; Former Chief Executive Officer of NI.
​
​
​
​
Business Experience: Mr. Davern joined NI in February 1994 and served as Chief Executive Officer from January 2017 to February 2020. He previously served as President from January 2017 to October 2018. He served as Chief Operating Officer, Executive Vice President, Chief Financial Officer and Treasurer from October 2010 to December 2016. Mr. Davern also served as NI’s Chief Financial Officer, Senior Vice President, IT and Manufacturing Operations and Treasurer from December 2002 to October 2010; as Chief Financial Officer and Treasurer from December 1997 to December 2002; as Acting Chief Financial Officer and Treasurer from July 1997 to December 1997; and previously as Corporate Controller and International Controller. Prior to joining NI, Mr. Davern worked both in Europe and in the United States for the international accounting firm of Price Waterhouse, LLP. Mr. Davern received his bachelor’s degree in Commerce and a diploma in professional accounting from University College in Dublin, Ireland. Mr. Davern is a director of Cirrus Logic, Inc., a publicly traded company, and is chair of its Audit Committee.
​
​
​
​
The Board concluded that Mr. Davern should serve as a director because of his former role as NI’s Chief Executive Officer and because he has held other executive officer positions with NI for over 20 years. In these roles, Mr. Davern has gained extensive knowledge of NI’s business, financial and operations matters, and the Board believes that Mr. Davern is well suited to help define and execute NI’s corporate strategy. Mr. Davern has strong expertise in governance matters.
​
 
​​
8
​​

TABLE OF CONTENTS

​
​

​​
Liam K. Griffin, 5354 - Director since March 2019; President, Chief Executive Officer and Director of Skyworks Solutions, Inc.
​
​
​
​
Business Experience: Mr. Griffin is President and Chief Executive Officer and a director of Skyworks Solutions, Inc. (“Skyworks”). Prior to his appointment as Chief Executive Officer and to the board of directors of Skyworks in May 2016, he had served as President of Skyworks since May 2014. Mr. Griffin also served in the following positions at Skyworks: from November 2012 to May 2014, as Executive Vice President and Corporate General Manager, from May 2011 to November 2012, as Executive Vice President, High Performance Analog, and from August 2001 to May 2011, as Senior Vice President of Sales and Marketing. He also served from 1995 to 2001 as Vice President of North American Sales and then Vice President of Worldwide Sales at Vectron International, a division of Dover Corporation. Prior to that, Mr. Griffin was a Marketing Manager at AT&T Microelectronics, Inc. and a Product and Process Engineer at AT&T Network Systems. Mr. Griffin holds a bachelor’s degree in Mechanical Engineering from the University of Massachusetts-Amherst and a master’s degree in Business Administration from Boston University. He is currentlypreviously served as a director of Vicor Corporation, a publicly traded company.company, from 2009 to 2019.
​
​
​
​
The Board concluded that Mr. Griffin should serve as a director because of his breadth of leadership experience and in-depth understanding of the semiconductor industry and its competitive landscape gained through serving in several different executive positions at Skyworks over the past 15 years. His service as a director for Vicor Corporation gives Mr. Griffin added perspective as to the challenges confronting public technology companies. In considering the independence of Mr. Griffin, it was noted that Mr. Griffin is Chief Executive Officer, President and a director of Skyworks and that NI has a commercial relationship with Skyworks and received revenue of approximately $963,235 ($960,002 net of credits)$2,005,290 from sales to Skyworks in the ordinary course of business for the year ended December 31, 2019.2020. Given the relative size of the businesses of NI and Skyworks, it was determined that such relationship was not a “material interest” under applicable SEC and Nasdaq regulations. He serves as a member of theour Compensation Committee and a member of theour Nomination and& Governance Committee.
​
​​
9
​​

TABLE OF CONTENTS

​
​
​​
Duy-Loan T. Le, 57 - Director since September 2002; Former Senior Fellow of Texas Instruments, Inc.
​
​
​
​
Business Experience: Ms. Le retired in July 2017 from Texas Instruments Inc. (“TI”), one of the leading semiconductor companies in the world. Ms. Le was elected Senior Fellow in 2002 and is the only woman in TI’s history elected to this highest Fellow rank. She held various leadership positions at TI, including Advanced Technology Ramp Manager for the Embedded Processing Division and worldwide project manager for the Memory Division. While at TI, Ms. Le led all aspects of execution for advanced technology nodes, including silica technology development, design, assembly and test, productization, qualification, release to market, high volume ramp, and quality and reliability assurance. She has experience opening international offices and developing engineering talent for the TI business. Ms. Le has been awarded 24 patents. She holds a bachelor’s degree in Electrical Engineering from the University of Texas at Austin and a master’s degree in Business Administration from the Bauer College of Business at the University of Houston. Ms. Le is currently a director of Ballard Power Systems, a publicly traded company; CREE, Inc., a publicly traded company; and Atomera, Inc., a publicly traded company.
​
​
​
​
The Board concluded that Ms. Le should serve as a director because she has extensive experience managing platform-based product development and is a results-oriented and highly accomplished technology executive with extensive experience in various aspects of semiconductor design and manufacture, including operations, research and development, product launch, customer interfacing, foundry partnership, and supply chain management while at TI. She also managed global R&D centers for TI, and these centers span multiple countries, disciplines, businesses, and organizations across TI. She has over 20 years of process manufacturing experience. These skills and knowledge are relevant for NI’s business. She serves as Chair of the Compensation Committee and a member of the Nomination and Governance Committee.
​
​
​
​​
Charles J. Roesslein, 71 - Director since July 2000; Former Chief Executive Officer of Austin Tele-Services, LLC.
​
​
​
​
Business Experience: Mr. Roesslein was the co-founder and Chief Executive Officer of Austin Tele-Services, LLC, which is in the secondary market for telecom and IT assets, from 2004 until 2016, when his interests were sold. During 2000, Mr. Roesslein served as the Chairman of the Board of Directors and President of Prodigy Communications Corporation, an internet service provider. He served as President of SBC-CATV, a cable television service provider, from 1999 until 2000, and as President of SBC Technology Resources, the applied research division of SBC Communications Inc., from 1997 until 1999. Prior to 1997, Mr. Roesslein served in executive officer positions with SBC Communications, Inc. and Southwestern Bell. Mr. Roesslein holds a bachelor’s degree in Mechanical Engineering from the University of Missouri-Columbia and a master’s degree in Finance from the University of Missouri-Kansas City. Mr. Roesslein is currently a director of Atlantic Tele-Network, Inc., a publicly traded company, since May 2002.
​
​
​
​
The Board concluded that Mr. Roesslein should serve as a director because he brings a wealth of financial and executive experience to the Board including extensive experience in the development of large accounts while serving Southwestern Bell Corporation’s customers. He also has a strong financial background, having served as Vice President and Chief Financial Officer of Southwestern Bell Publications and as Vice President and Chief Financial Officer of Southwestern Bell Telephone Company. Mr. Roesslein has an extensive high level background in the telecom industry and in telecom technologies. He serves as the Chair of the Audit Committee and a member of the Compensation Committee.
​
​​
10
​​

TABLE OF CONTENTS

​
​
​​
Eric H. Starkloff, 4546 - Director since February 2020; President and Chief Executive Officer of NI.
​
​
​
​
Business Experience:Mr. Starkloff joined NI in July 1997 and has served as President and Chief Executive Officer since February 2020. Previously, Mr. Starkloff served as President and Chief Operating Officer sincefrom October 2018.2018 to February 2020. He has also served as Executive Vice President, Global Sales and Marketing from February 2014 to October 2018; Senior Vice President of Marketing from April 2013 to January 2014; Vice President of Marketing from November 2010 to March 2013; and Vice President of Product Marketing from October 2008 to October 2010. During his tenure at NI, Mr. Starkloff has also held the positions of Director of Product Marketing; Product Marketing Manager; and Applications Engineer. Mr. Starkloff received his bachelor’s degree in Electrical Engineering from the University of Virginia.
​
​
​
​
The Board concluded that Mr. Starkloff should serve as a director because he is NI’s President and Chief Executive Officer and has held other positions with NI for over 2324 years. In these roles, Mr. Starkloff has gained extensive knowledge of NI’s business, financial and operations matters, and the Board believes that Mr. Starkloff is well suited to help define and execute NI’s corporate strategy.
​
There is no family relationship between any of our directors, director director nomineenominees or executive officer of NI.officers (which we define as those persons designated by the Board from time to time as officers as defined in Rule 16a-1(f) under the Exchange Act, and referred to herein as “Executive Officers”).
 
​​
119
​​

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of NI’s common stock as of the Record Date (i) by all persons known to NI, based on statements filed by such persons pursuant to Section 13(d) or 13(g) of the Exchange Act, to be the beneficial owners of more than 5% of NI’s common stock, (ii) by each of the named executive officersNamed Executive Officers as defined and set forth in the Summary Compensation Table under “Executive Compensation,” (iii) by each director and director nominee, and (iv) by all current directors and executive officersExecutive Officers as a group:
​
Name of Person or Entity
​
Number of
Shares (1)
​
Approximate
Percentage
Owned (2)
​
Name of Person or Entity
​
Number of
Shares of Common
Stock Beneficially
Owned(1)
​
Approximate
Percentage
Owned(2)
​
​
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, Maryland 21202
​
17,704,097(3)
​
13.54%
​
T. Rowe Price Associates, Inc.(3)
100 E. Pratt Street
Baltimore, Maryland 21202
​
20,869,442
​
15.86%
​
​
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
​
13,786,517(4)
​
10.54%
​
BlackRock, Inc.(4)
55 East 52nd Street
New York, NY 10055
​
12,661,502
​
9.62%
​
​
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
​
11,970,552(5)
​
9.15%
​
The Vanguard Group(5)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
​
11,586,378
​
8.80%
​
​
Janus Henderson Group PLC
201 Bishopsgate
United Kingdom EC2M 3AE
​
9,711,469(6)
​
7.43%
​
Janus Henderson Group PLC(6)
201 Bishopsgate
United Kingdom EC2M 3AE
​
9,409,156
​
7.15%
​
​
Jeffrey L. Kodosky
​
1,680,905(7)
​
1.29%
​
Eric H. Starkloff(7)
​
117,593
​
*%
​
​
Alexander M. Davern
​
315,017(8)
​
*%
​
Karen M. Rapp(8)
​
44,581
​
*%
​
​
Eric H. Starkloff
​
87,876(9)
​
*%
​
Scott A. Rust(9)
​
44,023
​
*%
​
​
Karen M. Rapp
​
28,728(10)
​
*%
​
Jason E. Green(10)
​
39,556
​
*%
​
​
Scott A. Rust
​
30,917(11)
​
*%
​
Carla Pineyro Sublett(11)
​
688
​
*%
​
​
John C. Roiko
​
22,909(12)
​
*%
​
Alexander M. Davern(12)
​
278,204
​
*%
​
​
Charles J. Roesslein
​
108,714(13)
​
*%
​
Charles J. Roesslein(13)
​
114,358
​
*%
​
​
Duy-Loan T. Le
​
106,485(14)
​
*%
​
Duy-Loan T. Le(14)
​
112,129
​
*%
​
​
Michael E. McGrath
​
29,802(15)
​
*%
​
Michael E. McGrath(15)
​
35,446
​
*%
​
​
Gerhard P. Fettweis
​
17,684(16)
​
*%
​
Gerhard P. Fettweis(16)
​
22,676
​
*%
​
​
James E. Cashman, III
​
4,932(17)
​
*%
​
James E. Cashman, III(17)
​
10,622
​
*%
​
​
Liam K. Griffin
​
4,932(18)
​
*%
​
Liam K. Griffin(18)
​
10,622
​
*%
​
​
Gayla J. Delly
​
—
​
—
​
Gayla J. Delly(19)
​
5,943
​
*%
​
​
All executive officers and directors as a group (14 persons)
​
2,447,731(19)
​
1.87%
​
All Executive Officers and directors as a group (13 persons)(20)
​
843,864
​
*%
​
*
Represents less than 1% of the outstanding shares of our common stock.
(1)
Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable.
(2)
For each individual and group included in the table, percentage owned is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 130,758,784131,607,036 shares of common stock outstanding on March 6, 2020,15, 2021, and the number of shares of common stock that such person or group had the right to acquire on or within 60 days of March 6, 2020,15, 2021, including time-based restricted stock units (“RSUs”).
(3)
The information as to beneficial ownership is based on a Schedule 13G/A filed with the SEC on February 14, 2020,16, 2021, reflecting beneficial ownership as of December 31, 2019.2020. The Schedule 13G/A states that T. Rowe Price Associates, Inc. and/or its subsidiaries have sole voting power with respect to 5,797,8897,386,971 shares of common stock and sole dispositive power with respect to 17,704,09720,869,442 shares of common stock.
​​
10
​​

TABLE OF CONTENTS

(4)
The information as to beneficial ownership is based on a Schedule 13G/A filed with the SEC on February 4, 2020,January 29, 2021, reflecting beneficial ownership as of December 31, 2019.2020. The Schedule 13G/A states that BlackRock, Inc. and/or its subsidiaries have sole voting power with respect to 11,710,882 shares of common stock and sole dispositive power with respect to 12,661,502 shares of common stock.
​​
12
​​

TABLE OF CONTENTS

its subsidiaries have sole voting power with respect to 12,355,577 shares of common stock and sole dispositive power with respect to 13,786,517 shares of common stock.
(5)
The information as to beneficial ownership is based on a Schedule 13G/A filed with the SEC on February 12, 2020,10, 2021, reflecting beneficial ownership as of December 31, 2019.2020. The Schedule 13G/A states that The Vanguard Group and/or its subsidiaries have sole voting power with respect to 65,938 shares of common stock, shared voting power with respect to 20,16883,005 shares of common stock, sole dispositive power with respect to 11,901,65011,398,983 shares of common stock and shared dispositive power with respect to 68,902187,395 shares of common stock.
(6)
The information as to beneficial ownership is based on a Schedule 13G/A filed with the SEC on February 13, 2020,11, 2021, reflecting beneficial ownership as of December 31, 2019.2020. The Schedule 13G/A states that Janus Henderson Group PLC and/or its subsidiaries have shared voting power with respect to 9,711,4699,409,156 shares of common stock and shared dispositive power with respect to 9,711,4699,409,156 shares of common stock.
(7)
Includes an aggregate of 816,600 shares held in two trusts for the benefit of Mr. Kodosky’s daughters for which Mr. Kodosky is the trustee; includes 74,529 shares held by a non-profit corporation of which Mr. Kodosky is president and his wife, Gail T. Kodosky, is secretary; includes 80,000 shares held by a charitable remainder trust for the benefit of Mr. Kodosky and his wife; includes 6,000 shares held in a charitable remainder trust for the benefit of Mr. Kodosky’s brother of which Mr. Kodosky is the sole trustee with investment power over the securities held therein; includes an aggregate of 55,620 shares held in three trusts for non-immediate family members of Mr. Kodosky of which Mr. Kodosky is the sole trustee with investment power over the securities held therein; and includes 323,373 shares owned by his wife. Mr. Kodosky disclaims beneficial ownership of the shares owned by his wife. Includes 1,054 shares subject to RSUs of Mr. Kodosky which vest within 60 days of March 6, 2020. Cumulatively, Jeffrey and Gail Kodosky control and/or beneficially own a total of 1,680,905 shares.
(8)
Includes 54,41733,775 shares subject to RSUs which vest within 60 days of March 6, 2020, plus an additional 52,108 shares that may accelerate on or about May 5, 2020, pursuant to15, 2021 for Mr. Davern's Transition Agreement (defined below).Starkloff.
(9)(8)
Includes 50,97719,554 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Ms. Rapp.
(10)(9)
Includes 14,33619,594 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Mr. Rust.
(11)(10)
Includes 17,30415,698 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Mr. Green.
(11)
Ms. Pineyro Sublett resigned effective February 1, 2021. The number of shares held is as of the date of resignation, and NI is not aware of any changes to such shareholdings since February 1, 2021.
(12)
Includes 4,5673,556 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Mr. Davern.
(13)
Includes 6,1395,644 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Mr. Roesslein.
(14)
Includes 6,1395,644 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Ms. Le.
(15)
Includes 6,1395,644 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Mr. McGrath.
(16)
Includes 6,1395,644 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Dr. Fettweis.
(17)
Includes 4,9325,690 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Mr. Cashman.
(18)
Includes 4,9325,690 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Mr. Griffin.
(19)
Includes 244,0865,943 shares subject to RSUs which vest within 60 days of March 6, 2020.15, 2021 for Ms. Delly.
(20)
Includes 138,276 shares subject to RSUs which vest within 60 days of March 15, 2021.
 
​​
1311
​​

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Responsiveness to Investors
In recent years we have actively solicited the perspectives of many of our stockholders to help identify focus areas and priorities for the coming year. For example, outreach efforts in the third quarter of 2019 included requesting calls with our top 20 institutional stockholders. The discussions that were held with those who accepted our invitation were directed primarily toward our recent Chief Executive Officer change, our focus on increasing Board diversity, and the elevation of our environmental and social focus and corporate social responsibility initiatives.
The constructive and candid feedback we receive during these meetings is important and helps us inform our priorities, assess our progress, and enhance our corporate governance practices and disclosures each year.
In our stockholder engagement calls that took place from November 2019 through January 2020 stockholders expressed:
positive feedback about our appointment of Mr. Starkloff as Chief Executive Officer, with our stockholders generally appreciating that Mr. Starkloff has been involved from the outset in the development of our core strategic vision, operating model, and plans toward achieving our goals;
appreciation of our continued focus on revenue growth, operating margin and employee retention, with our stockholders acknowledging a desire to see sustainable revenue growth going forward in addition to the success we have had in maintaining our operating margin throughout the economic cycle;
recognition of our achievement of our non-GAAP operating margin target through operational efficiency;
appreciation of our efforts to identify and attract diverse candidates to serve on our Board;
appreciation of our efforts to align on our corporate social responsibility activities, with the hiring of a Director of CSR and monetary funding of the program viewed as positive;
views as to what information about our environmental, social and corporate social responsibility efforts would be helpful to them; and
positive reaction to the overall reduction in the average age and tenure of the Board.
Our Board and our company value and consider the feedback we receive from our stockholders and have taken action to enhance our governance practices in response to those perspectives.
The following are some of the steps that we have taken, either on our own initiative or in response to feedback from our stockholders, that address issues our stockholders and members of the investment community in general have identified as important.

​​
14
​​

TABLE OF CONTENTS

We continue to consider other actions we can take in response to our stockholder feedback and plan to continue to enhance our program to drive consistent engagement and to listen and learn from our stockholders while forming strong relationships in the process.
Board Meetings and Committees
The Board of Directors of NI held a total of seven11 meetings during 2019.2020. The Board of Directors has a standing Audit Committee, Compensation Committee, and Nomination and& Governance Committee.
During 2019,2020, all directors attended 100% of the meetings of the Board of Directors and committees of the Board of Directors on which he or she served. NI encourages, but does not require, its boardBoard members to attend NI’s annual meeting of stockholders. In 2019, five2020, all of our directors other than Mr. Griffin attended NI’sour first virtual annual stockholder meeting.
Board Leadership Structure
In September 2018, the Board appointed Mr. McGrath, an independent member of the Board, as Chair of the Board of Directors.Board. In such role, Mr. McGrath is responsible for coordinating the activities of the Board, chairing all meetings of the Board, developing agendas for such meetings, building a productive relationship between the Board and theour President and Chief Executive Officer (“CEO”), and assisting the Board in fulfilling its oversight responsibilities in NI’sof our strategy, risk oversight and succession planning. The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of NI’sour stockholders, and NI’sour overall corporate governance. The Board also believes that the separation of the Chair and our President and CEO roles allows the President and CEO to focus his time and energy on operating and managing NI, while leveraging the Chair’s experience and perspectives. The Board periodically reviews its leadership structure to determine whether it continues to best serve NI and its stockholders.
The NIOur Board oversees risk management in a number of ways.ways, including the potential impact of COVID-19 on enterprise risk and crises response. The Audit Committee oversees the management of financial and accounting related risks as an integral part of its duties.duties, and in 2020, reviewed the potential impact of COVID-19 on our auditing functions. Similarly, the Compensation Committee considers risk management when setting the compensation policies and programs for NI’sour executive officers and other employees. The full Board of Directors receives an annual report with respect to NI'sour enterprise risk management process. In addition, the full Board of Directors receives reports on various risk related items at each of its regular meetings including risks related to NIour manufacturing operations, cybersecurity, trade compliance, intellectual property, taxes, products, employees, and employees. Thethe overarching impact of the COVID-19 pandemic. Finally, the full Board also receives periodic reports on NI’sour efforts to manage such risks through safety measures, insurance or self-insurance.
Communications to the Board of Directors
Stockholders may communicate with any member or members of the Board of Directors by mail addressed to the Chair, any other individual member or members of the Board, to the full Board, or to a particular committee of the Board. In each case, such correspondence should be sent to the following address: 11500 North Mopac Expressway, Building C, Austin, Texas 78759, Attention: Corporate Secretary. Correspondence received that is addressed to the members of the Board of Directors will be reviewed by NI’s General Counselour Chief Legal Officer, Senior Vice President and Secretary or his designee, who will forward such correspondence to the appropriate member or members of the Board of Directors.Board.
Audit Committee
The Audit Committee, which currently consists of directors Charles J. Roesslein (Chair), James E. Cashman, III, Gayla J. Delly, Gerhard P. Fettweis, and Michael E. McGrath, met five times during 2019.2020. The Audit Committee appoints, compensates, retains and oversees the engagement of NI’sour independent registered public accounting firm, reviews with such independent registered public accounting firm the plan, scope and results of their examination of NI’sour consolidated financial statements and reviews the independence of such independent registered public accounting firm. The Audit Committee maintains free and open communication with NI’sour independent registered public accounting firm and the internal audit department, overseeing the internal audit function and NI’sour management team. The Audit Committee inquires about any significant risks or exposures and assesses the steps management has taken to minimize such risks to NI, including the adequacy of insurance coverage and the strategy for management of foreign currency risk. The Audit Committee also reviews NI’sour compliance with matters relating to environmental, Equal Employment Opportunity Commission, export and SEC regulations. The Audit Committee has established procedures to promote and protect employee reporting of (i) suspected fraud or wrongdoing relating to accounting, auditing or financial reporting matters and (ii) complaints and concerns regarding a violation of the federal securities laws,
 
​​
1512
​​

TABLE OF CONTENTS

including (A) receiving, retaining and addressing complaints received by NI relating to such matters, (B) enabling employees to submit on a confidential and anonymous basis any concerns regarding such matters;matters, and (C) protecting reporting employees from retaliation. The Board of Directors believes that each member of the Audit Committee is an “independent director” as that term is defined by the Nasdaq listing standards and Rule 10A-3 of the Securities Exchange Act of 1934.Act. The Board of Directors has determined that each of Mr. Cashman, Ms. Delly, Mr. McGrath, and Mr. Roesslein is an “audit committee financial expert” within the meaning of SEC rules. The charter of the Audit Committee is available on NI’s website at http:https://www.ni.com/pdf/nati/us/audit_committee_charter.pdf.investor.ni.com/corporate-governance.
Nomination and& Governance Committee
The Nomination and& Governance Committee, which currently consists of directors Michael E. McGrath (Chair), James E. Cashman, III, Gayla J. Delly, Liam K. Griffin, and Duy-Loan T. Le, met four times during 2020. The Board believes that each member of whom was deemed to bethe Nomination & Governance Committee is an “independent director” as that term is defined by the Nasdaq listing standards, met four times during 2019.standards. The Nomination and& Governance Committee recommends to the Board of Directors the selection criteria for board members, compensation of outside directors (with advice from Compensia, Inc., a national independent compensation consulting firm (“Compensia”), also engaged by the Compensation Committee), appointment of board committee members and committee chairpersons, and develops board governance principles.
The Nomination and& Governance Committee will consider nominees recommended by stockholders provided such recommendations are made in accordance with procedures described in this Proxy Statement under “Deadline for Receipt of Stockholder Proposals.” When considering a potential director candidate, the Nomination and& Governance Committee looks for demonstrated character, judgment, relevant business, functional and industry experience, and a high degree of acumen. The Nomination and& Governance Committee also considers issues of diversity, such as education, gender, professional experience, membership in a minority or underrepresented community, and differences in viewpoints and skills. The Nomination and& Governance Committee does not have a formal policy with respect to diversity; however, the Board of Directors and the Nomination and& Governance Committee believe that it is important that the members of the Board of Directors represent diverse viewpoints. The Nomination and& Governance Committee’s process for identifying and evaluating nominees typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. There are no differences in the manner in which the Nomination and& Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder.
The Nomination and& Governance Committee engaged Trewstar Corporate Board Services (“Trewstar”), an executive search firm, to assist the committee in identifying and evaluating potential nominees. As part of its engagement, Trewstar identified Gayla J. Delly as a nomineepotential candidate for director.director in 2020, and our Nomination & Governance Committee recommended that the Board appoint Ms. Delly as a member of our Board, and Ms. Delly became a member of our Board in March 2020. The charter of the Nomination and& Governance Committee is available on NI’s website at http:https://www.ni.com/pdf/nati/us/n_and_g_charter_final.pdf.investor.ni.com/corporate-governance.
Compensation Committee
The Compensation Committee, which currently consists of directors Duy-Loan T. Le (Chair), Gerhard P. Fettweis, Liam K. Griffin, and Charles J. Roesslein, met five times during 2020. The Board believes that each member of whom was deemed to bethe Compensation Committee is an “independent director” as that term is defined by applicable SEC rules and the Nasdaq listing standards and other requirements, met six times during 2019.standards. The charter of the Compensation Committee is available on NI’sour website at http:https://www.ni.com/pdf/nati/us/comp_charter.pdf.investor.ni.com/corporate-governance.
Under the terms of its charter, the Compensation Committee recommends the compensation of NI’s Chief Executive Officerour CEO to the independent members of the Board for approval, evaluates the performance of NI’s executive officers,our Executive Officers, and establishes the salaries, equity awards, and cash bonus compensation of the executive officers. When establishing the salaries and cash bonus compensation for the executive officers other than the Chiefthese Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer.Officers. The Compensation Committee also periodically examines NI’sour compensation structure to evaluate whether NI iswe are rewarding its officersour Executive Officers and other personnel in a manner consistent with sound industry practices and makes recommendations on such matters to NI’s management and Board of Directors.our Board. The Compensation Committee also has oversight responsibility for NI’sour 2020 Equity Incentive Plan (the “2020 Incentive Plan”), 2015 Equity Incentive Plan (the “2015 Incentive Plan”), NI’s 2010 Incentive Plan (the “2010 Incentive Plan”), NI’s2005 Incentive Plan (the “2005 Incentive Plan”), and Employee Stock Purchase Plan, and, if the National Instruments Corporation 2020 Equity Incentive Plan (the “2020 Incentive Plan”) is approved at the Annual Meeting, the 2020 Incentive Plan. The Board of Directors may by resolution prescribe additional authority and duties to the Compensation Committee.
The Compensation Committee obtains input from NI’s Chief Executive Officer when discussing the performance of, and compensation levels for, executives other than himself. The Compensation Committee also works closely with the Chief Executive Officer, the Vice President of Global Human Resources and others as required in evaluating the financial, accounting, tax and retention implications of NI’s various compensation programs. The Vice President of
 
​​
1613
​​

TABLE OF CONTENTS

Global Human Resources regularly attendsThe Compensation Committee has engaged Compensia, an independent national consulting firm, to provide guidance to the meetings ofcommittee on compensation matters. When establishing the salaries, equity awards, and cash bonus compensation for the Executive Officers, the Compensation Committee also considers the recommendations of our President and at such meetings, provides advice on compensation matters to the Compensation Committee. TheCEO, other than for himself. Our Senior Vice President of Global Human Resourcesand Chief People Officer also provides guidance to the Compensation Committee concerning compensation matters as they relate to NI’s executive officers. Neitherall Executive Officers. The Compensation Committee works closely with management as required in evaluating the Chief Executive Officer, thefinancial, accounting, tax and retention implications of our various compensation programs. Our Senior Vice President and Chief People Officer regularly attends the meetings of Global Human Resources,the Compensation Committee and provides advice on compensation matters to the Compensation Committee. Neither our President and CEO nor any of NI’sthe other executives participatesExecutive Officers participate in deliberations relating to his or her own compensation. Our Compensation Committee recommends to our Board who approves the salary of our President and CEO.
The Compensation Committee’s charter contains provisions providing for the delegation of its duties to the Committee Chaircommittee chair or any subcommittees when appropriate. The Compensation Committee’s charter also permits the delegation of authority to executive officersone or more Executive Officers to make equity grants to employees or consultants who are not directors or executive officers. The Compensation Committee did not delegate any of its authority in 2019.Executive Officers.
For a discussion of NI’sthe Compensation Committee’s utilization of compensation consultants, see “Executive Compensation—Compensation Discussion and Analysis.”
 
​​
1714
​​

TABLE OF CONTENTS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are set forth in the “Corporate Governance—Governance — Compensation Committee” section of this Proxy Statement and do not include any NI executive officers.Executive Officers or former Executive Officers. During 2019,2020, no NI executive officerExecutive Officer served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on NI’sour Compensation Committee. During 2019,2020, no NI executive officerExecutive Officer served on the compensation committee (or equivalent) of another entity whose executive officer(s) served as a member of the NI Board of Directors.our Board.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Related Persons
NI had no related party transactions requiring disclosure under applicable SEC rules for the year ended December 31, 20192020 and has no such related party transaction currently proposed.
Policy and Procedures for Review, Approval, or Ratification of Related Party Transactions
Pursuant to its written charter, the Audit Committee is responsible for reviewing NI’sour policies relating to the avoidance of conflicts of interests and past or proposed transactions between NI, members of theour Board, of Directors of NI, and management. NI considersWe consider “related person transactions” to mean all transactions involving a “related person,” which under SEC rules means an executive officer,Executive Officer, director or a holder of more than five percent of NI’sour common stock, including any of their immediate family members and any entity owned or controlled by such persons. The Audit Committee determines whether the related person has a material interest in a transaction and may approve, ratify, rescind or take other action with respect to the transaction in its discretion.
In any transaction involving a related person, NI’sour Audit Committee would consider the available material facts and circumstances of the transaction, including: the direct and indirect interests of the related person; the risks, costs and benefits of the transaction to NI; whether any alternative transactions or sources for comparable services or products are available; and, in the event the related person is a director (or immediate family member of a director or an entity with which a director is affiliated), the impact that the transaction will have on such director’s independence.
After considering such facts and circumstances, NI’sour Audit Committee determines whether approval, ratification or rescission of the related person transaction is in NI’sour best interests. NI’sOur Audit Committee believes that all employees and directors should be free from conflicting interests and influences of such nature and importance as would make it difficult to meet their applicable fiduciary duties and loyalty to NI, and reviews all related party transactions against the foregoing standard.
NI’sOur written policies and procedures for review, approval or ratification of transactions that pose a conflict of interest, including related person transactions, are set forth in itsour Code of Ethics, which contains, among other policies, a conflicts of interest policy for all employees, including NI’s executives,our Executive Officers, and a conflicts of interest policy for non-employee directors.
Under NI’sour written conflicts of interest policy applicable to all employees, including NI’s executives, every employee isour Executive Officers, our employees are required to reportdisclose to NI’s CEOour legal department any information regarding the existencerelationship, association, activity, or likely developmentother circumstance or situation that could create a conflict of conflicts of interest involving themselvesinterest. In addition, employees, including our Executive Officers, are required to disclose to our legal department enumerated facts related to certain (1) financial interests held in entities that trade with or others withincompete against NI; (2) outside services provided to persons or entities that trade with or compete against NI; (3) personal and familial relationships with persons that trade with NI in their personal capacity or through their affiliation with an entity; and (4) loans offered by or accepted from persons or entities that trade with or compete against NI. While NI provideswe provide examples of potential conflicts of interest, such as investments in enterprises that do business with NI, compensation for services to any person or firm which does business with NI, or gifts and loans and entertainment from any person or firm having current or prospective dealings with NI, the policy applicable to employees expressly states that the examples provided are illustrative only and that each employee should report any other circumstance which could be construed to interfere actually or potentially with loyalty to NI. Transactions involving potentialPotential conflicts of interests disclosed pursuant to the conflicts of interest policy for employees are reviewed first by NI’s CEO, who makesthe legal department and then resolved with the assistance of legal counsel, as appropriate. Resolutions of these disclosures require the approval of (1) an organizational Vice President, where a determinationdisclosure involves a subordinate employee within his or her organization, (2) our President and Chief Executive Officer and Chief Legal Officer, where a disclosure involves an employee with the title of organizational Vice President (or equivalent) or above, excluding employees designated as to whether there exists any conflict of interestExecutive Officers, or relationship which violates NI’s policies and the appropriate actions to take with respect to such relationship. NI’s General Counsel reports to(3) the Audit Committee, the conflict of interest reports received and acted upon by the CEO. In the event a report was received concerning a potential conflict of the CEO or a member of the Board of Directors, the Audit Committee would review such matter.
 
​​
1815
​​

TABLE OF CONTENTS

where a disclosure involves an Executive Officer. Our Chief Legal Officer reports disclosures to the Audit Committee where both of the following are true: (a) the disclosure was resolved by NI waiving an actual or potential conflict of interest and (b) such resolution required the approval of the CEO and Chief Legal Officer.
The written conflicts of interest policy applicable to all non-employee directors is substantially similar to the conflicts of interest policy applicable to NI employees, with the exception that every non-employee director is required to report potential conflict of interest situations to the Audit Committee, which is responsible for making the determination as to whether there exists any conflict of interest or relationship which violates such policy. If the Audit Committee determines that a conflict of interest exists, the non-employee director involved will be required to dispose of the conflicting interest to the satisfaction of the Audit Committee.
 
​​
1916
​​

TABLE OF CONTENTS

BOARD COMPENSATION
Determining Compensation for Non-Employee Directors in 20192020
The Board, of Directors, upon the recommendation of the Nomination and& Governance Committee, sets non-employee director compensation with the goal of retaining NI’s directorsmembers of our Board and attracting qualified persons to serve as directors.members of our Board. In developing its recommendations, the Nomination and& Governance Committee consults with Compensia, an independent national compensation consulting firm engaged by our Nomination & Governance Committee, to advise on compensation matters. The Nomination & Governance Committee considers director compensation at comparable publicly-tradedpublicly traded companies and aims to structure director compensation in a manner that is transparent and easy for stockholders to understand.
The compensation of non-employee directorsmembers of the Board for the fiscal year ended December 31, 20192020 is set forth in the table below.
DIRECTOR COMPENSATION
FOR FISCAL YEAR ENDED DECEMBER 31, 20192020
​
Name
​
Fees
Earned or
Paid in
Cash
​
Stock
Awards
(1)
​
Total
​
Name (1)
​
Fees
Earned or
Paid in
Cash
​
Stock
Awards
(2)
​
Total
​
​
Alexander M. Davern (2)
​
$—
​
$—
​
$—
​
James E. Cashman, III
​
$75,000
​
$174,982
​
$249,982
​
​
Jeffrey L. Kodosky (3)
​
—
​
—
​
—
​
Gayla J. Delly
​
59,917
​
349,964
​
409,881
​
​
Charles J. Roesslein
​
91,574
​
175,037
​
266,611
​
Gerhard P. Fettweis
​
77,500
​
174,982
​
252,482
​
​
Duy-Loan T. Le
​
88,709
​
175,037
​
263,746
​
Liam K. Griffin
​
72,500
​
174,982
​
247,482
​
​
John M. Berra (4)
​
34,308
​
—
​
34,308
​
Duy-Loan T. Le
​
85,000
​
174,982
​
259,982
​
​
Michael E. McGrath
​
184,074
​
175,037
​
359,111
​
Michael E. McGrath
​
185,000
​
174,982
​
359,982
​
​
Gerhard P. Fettweis
​
75,647
​
175,037
​
250,684
​
Charles J. Roesslein
​
95,500
​
174,982
​
270,482
​
​
James E. Cashman, III
​
59,605
​
350,073
​
409,678
​
​
Liam K. Griffin
​
58,032
​
350,073
​
408,105
​
(1)
AmountsMr. Davern is a Named Executive Officer (as defined below) for 2020 and his compensation as a director is fully reflected in the “Summary Compensation Table” set forth in the “Compensation Discussion and Analysis” below.
(2)
The amounts included in the table for stock awards represent the dollar amount recognized for financial statement reporting purposes for 2019 in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“FASB ASC Topic 718”). These dollar amounts reflect the aggregate grant date fair value for these stockof awards and may not correspond to the actual value that will be recognized by the directors.made each fiscal year, as computed in accordance with ASC 718. The grant date fair value of each award is expensed monthly based on the estimated vesting period of the corresponding grant. Grant date fair value is calculated using the closing price of the day immediately preceding the date of grant multiplied by the number of RSUs granted. On April 24, 2019,29, 2020, Mr. Roesslein,Cashman, Ms. Delly, Dr. Fettweis, Ms. Le, Mr. McGrath, Dr. Fettweis, Mr. Cashman,Griffin, and Mr. GriffinRoesslein, were each granted 3,6994,457 RSUs (the “2019“2020 Director Grants”). The grant date fair value of each RSU grant2020 Director Grant was based on the April 23, 201928, 2020 closing price of $47.32$39.26 per share and vest on May 1, 2020,2021, which is the one-year anniversary of the vesting commencement date. In connection with theirMs. Delly’s initial appointmentsappointment to the Board, Mr. Cashman and Mr. Griffin were eachshe was granted an additional 3,6994,457 RSUs on April 24, 2019,29, 2020, which vest over a three-year period with 1/3rd of the RSUs vesting on each anniversary of the vesting commencement date, which is May 1, 2019. Such grants2020. This introductory RSU award granted to Ms. Delly had the same grant date fair value as the 20192020 Director Grants. As of December 31, 2019, Mr. Roesslein,2020, Dr. Fettweis, Ms. Le, Mr. McGrath, and Dr. FettweisMr. Roesslein, each had 7,3265,644 outstanding and unvested RSUs. As of December 31, 2019,2020, Mr. Cashman and Mr. Griffin each had 7,3986,923 outstanding and unvested RSUs. As of December 31, 2020, Ms. Delly had 8,914 outstanding and unvested RSUs.
(2)
As an employee director in 2019, Mr. Davern did not receive any additional compensation for his service as a director. His compensation as an NI Named Executive Officer in 2019 is included below in the “Summary Compensation Table”.
(3)
As an employee director, Mr. Kodosky did not receive any additional compensation for his service as a director. Mr. Kodosky is a Business and Technology Fellow, but not a named executive officer, as such term is defined under Item 402(a)(3) of Regulation S-K. Pursuant to SEC rules, the compensation that a director receives for services as a Business and Technology Fellow does not need to be reported in the table for Director Compensation.
(4)
Mr. Berra informed the Board in September 2018 that he would not stand for re-election as a director at the Annual Meeting of Stockholders on May 14, 2019.
​​
20
​​

TABLE OF CONTENTS

Discussion of Director Compensation
The 20192020 annual compensation for NI’sour non-employee directors was comprised of cash compensation in the form of an annual retainer, committee chair retainer, committee membership retainer, independent board chair retainer and equity compensation in the form of RSUs. Each of these components is described below. An NI employee director doesEmployee members of our Board do not receive any additional compensation for his service as a director. Thus, neithermember of the Board. Accordingly, Mr. Starkloff Mr. Davern nor Mr. Kodosky receiveddid not receive any compensation for his service as a director.
In 2019, we adjusted the equity compensation for our non-employee directors after consideration of data and advice provided by Compensia, Inc. (“Compensia”), an independent compensation consultant. Based on data provided by Compensia, the compensation for our non-employee directors was at the lower end of the range of the comparable companies. Accordingly, in April 2019, the vesting schedule for the $175,000 in annual RSUs (based upon the prior day’s closing stock price) to non-employee directors was modified to a one-year vesting period from a three-year vesting period and the modification was effective for the April 2019 RSU awards. New non-employee directors joining the Board are eligible for the annual RSU award of $175,000 at the first Board meeting following the date in which the new director joins the Board. New non-employee directors joining the Board are also eligible for a one-time RSU grant of the number of shares valued at $175,000 (based upon the prior day’s closing stock price), which is awarded simultaneously on the date of the first annual RSU award received by the non-employee director. The one-time grants to new non-employee directors will vest in equal installments over a three-year period. In October, the Nomination and Governance Committee reviewed cash compensation data prepared by Compensia and determined that the current non-employee director cash compensation structure is appropriate.2020.
​​
17
​​

TABLE OF CONTENTS

Annual Board/Committee Retainer Fees
For 2019,2020, our non-employee directors received cash compensation for membership on the board of directorsBoard and committees, committee chair positions, and the independent boardBoard chair position. Specifically, non-employee directors receive an annual cash retainer of $60,000 per year, plus $10,000 per year for membership on the Audit Committee, $7,500 per year for membership on the Compensation Committee, and $5,000 per year for membership on the Nomination and& Governance Committee. In addition, the chairpersons of the Audit Committee, Compensation Committee and Nomination and& Governance Committee receive an additional $25,000, $20,000 and $15,000 per year, respectively. The independent Board Chairchair receives an additional $100,000 per year for his service. All cash compensation is paid in quarterly installments.
The Board, in its discretion, may pay an overnight meeting fee or special meeting fee for extended meetings, not to exceed $2,000 per day. An NI employee director doesEmployee members of our Board do not receive any additional compensation for service as a director.member of our Board.
Non-Employee Director Reimbursement Practice
Non-employee directorsmembers of our Board are reimbursed for travel and other out-of-pocket expenses connected to Board service.service as a member of our Board.
Restricted Stock Unit Awards
Under NI’s applicable equity incentive plan, non-employee directorsNon-employee members of our Board are eligible to receive RSU grants. Specifically, beginning in 2019,awards of RSUs under our equity incentive plans. On April 29, 2020, each non-employee director receivesmember of our Board received an annual grant of RSUs equal to $175,000 divided by(based on the closing price of NI’sour common stock on the day immediately preceding the date of grant,grant) with a one-year vesting schedule,schedule. Mr. Cashman, Ms. Delly, Dr. Fettweis, Mr. Griffin, Ms. Le, Mr. McGrath, and Mr. Roesslein were each granted 4,457 RSUs (the “2020 Director Grants”) under our 2015 Incentive Plan. The grant date fair value of each 2020 Director Grant was based on the closing price of our common stock on the day prior to the date of grant on April 28, 2020 of $39.26 per share and vest on May 1, 2021.
In addition, as of April 29, 2020, new non-employee directors aremembers of our Board were eligible forto receive a one-time initial introductory grant of RSUs equal to $175,000 divided by(based on the closing price of NI’sour common stock on the day immediately preceding the date of grant,grant) with a three-year vesting scheduleschedule. Accordingly, in equal annual installments to be granted at the same time as the new non-employee director's first annual RSU grant. Under the 2015 Incentive Plan, in 2019, Mr. Roesslein, Ms. Le, Mr. McGrath, Dr. Fettweis, Mr. Cashman, and Mr. Griffin were each granted 3,699 RSUs. The grant date fair value of each RSU grant was based on the April 23, 2019 closing price of $47.32 per share and vest on May 1, 2020. In connection with theirMs. Delly’s initial appointmentsappointment to the Board, on April 24, 2019, Mr. Cashman and Mr. Griffin were each29, 2020, she was granted an additional 3,6994,457 RSUs based on NI’sthe closing stock price of $47.32 per shareour common stock on April 23, 2019. The RSUs28, 2020, the day prior to the grant date, of $39.26. This introductory RSU award granted to Mr. Cashman and Mr. Griffin vestMs. Delly vests over a three-year period with 1/3rdone-third of the RSUs vesting on May 1 of each year. Such grants had
On July 29, 2020, the sameNomination & Governance Committee determined to recommend to the full Board that Mr. Davern, who resigned from his position as a strategic advisor and ceased to be an employee as of May 5, 2020, be granted a pro-rated annual non-employee director RSU award of $131,250 (based on the closing price of our common stock on the day immediately preceding the date of grant), which was equal to 3,556 RSUs. These RSUs were granted pursuant to our 2020 Incentive Plan and vest 100% on the one-year anniversary of the vesting commencement date of May 1, 2020. The grant date fair value asof the 2019 Director Grants.Mr. Davern’s RSU grant was based on the July 28, 2020 closing price of $36.91 per share.
In July 2020, after consideration of data and information provided by Compensia, our Nomination & Governance Committee reviewed the equity compensation for the non-employee members of our Board, and determined to terminate the practice of granting a one-time introductory grant of RSUs to new non-employee members of our Board. The Nomination & Governance Committee recommended to the Board, and the Board approved, that, going forward, both incumbent and new non-employee members of the Board will receive only a single annual grant of RSUs equal to $175,000 (based on the 30-day look back of the closing price of our common stock on the day immediately preceding the date of grant) with a one-year vesting schedule.
 
​​
2118
​​

TABLE OF CONTENTS

EXECUTIVE OFFICERS
The following table sets forth information concerning the persons currently serving as executive officersExecutive Officers of NI, including information as to each executive officer’sExecutive Officer’s current age, position with NI, and business experience. Executive officersOfficers of NI serve at the discretion of the Board.
​
Name of Executive Officer
​​
Age
​​
Position
​
​
Eric H. Starkloff
​​
4546
​​
President and Chief Executive Officer
​
​
Karen M. Rapp
​​
5253
​​
Executive Vice President, Chief Financial Officer
​
​
Jason E. Green
​​
48
​​
Chief Revenue Officer and TreasurerExecutive Vice President, Portfolio Business Unit
​
​
Scott A. Rust
​​
5354
​​
Senior Vice President, Global Product Research & Development
​
​
Jason E. GreenRitu Favre
​​
4752
​​
SeniorExecutive Vice President Global Sales, Support, Services, and Operations
​
​
Carla Pineyro Sublett
​​
47
​​
Senior Vice President, Chief Marketing OfficerGeneral Manager of Semiconductor and Electronics; Aerospace, Defense, and Government; and Transportation Business Units
​
See “Proposal One: Election of Directors” for additional information with respect to Mr. Starkloff.
Karen M. Rapp joined NI in May 2017 and has servedcurrently serves as Executive Vice President and Chief Financial Officer and Treasurer since that time.Officer. Prior to February 1, 2021, Ms. Rapp also served as our Treasurer. Prior to joining NI, Ms. Rapp served as Senior Vice President of Corporate Development of NXP Semiconductors N.V. (“NXP”), a Dutch global semiconductor manufacturer, after NXP acquired Freescale Semiconductor in December 2015. Prior to NXP's acquisition, Ms. Rapp worked at Freescale beginning in April 2010 and held several leadership positions at Freescale with increasing responsibility, including Vice President and Chief Information Officer, Director of Operations and Finance, Global Sales and Marketing, Director of Finance, Supply Chain and Director of Finance, Continuous Development. Ms. Rapp holds a bachelor’s degree in Finance from Northern Illinois University and a master’s degree in Business Administration from the University of Texas at Austin. Ms. Rapp currently serves as a director of Plexus Corp., a and Microchip Technology, Incorporated, both publicly traded company.companies.
Jason E. Green joined NI in September 2015 and currently serves as Chief Revenue Officer and Executive Vice President, Portfolio Business Unit and previously served as Senior Vice President, Global Sales, Support, Services, and Operations from January 2019 to January 2021. He previously served as Senior Vice President, Global Sales from May 2018 to December 2018 and as Vice President, Regional Sales, Americas from September 2015 to April 2018. Prior to joining NI, Mr. Green worked at Maxim Integrated Products, Inc. from 1995 to 2015 where he served as Vice President of Americas sales and applications and was responsible for many of the company’s largest global customers. Mr. Green holds a bachelor’s degree in Business Administration with a minor in Economics from the University of Florida.
Scott A. Rust joined NI in 1990 and has served as Senior Vice President, Global Product Research and Development since January 2019. He previously servedcurrently serves as Senior Vice President, Global Research and Development from January 2014 to January 2019;& Development. He previously served as NI’s Vice President of Research and Development Test Systems from July 2013 to January 2014; as NI’s Vice President of Research and Development in Penang, Malaysia from January 2011 to July 2013; as Vice President of Research and Development of Modular Instruments from October 2008 to December 2010; as Director of Modular Instruments from March 2003 to September 2008; as Software Section Manager from October 2000 to March 2003; as Group Manager from October 1996 to October 2000; as Marketing Manager of Test and Measurement Software from August 1991 to September 1996; and as Applications Engineer from June 1990 to July 1991. Mr. Rust received his bachelor’s degree in Electrical Engineering from Texas A&M University.
Jason E. GreenRitu Favre joined NI in September 2015July 2019. In January 2021, Ms. Favre was promoted to the position of Executive Vice President and hasGeneral Manager of the Semiconductor and Electronics; Aerospace, Defense, and Government; and Transportation Business Units. Prior to her promotion, Ms. Favre was Senior Vice President and General Manager of the Semiconductor Business Unit from July 2019 to January 2021. Prior to joining NI, Ms. Favre worked as Chief Executive Officer at NEXT Biometrics from February 2017 to July 2019. From May 2014 to October 2016, Ms. Favre served as Senior Vice President Global Sales, Support, Services, and Operations since January 2019. He previouslyGM of the Biometrics Products Division at Synaptics, Inc. and served asin various roles at Motorola and Freescale Semiconductor from June 1988 to May 2014, including Senior Vice President Global Sales from May 2018 to December 2018 and as Vice President, Regional Sales, AmericasGeneral Manager for RF from September 20152012 to April 2018. PriorMay 2014. Ms. Favre has served on the board of directors of Valmont Industries since September 2020 and previously served on the board of directors of Cohu, Inc., from January 2019 to joining NI, Mr. Green worked at Maxim Integrated Products, Inc. from 1995 to 2015 where he served as Vice President of Americas sales and applications and was responsible for many of the company’s largest global customers. Mr. GreenMay 2019. Ms. Favre holds a bachelor’s degreeBS in Business Administration withElectrical Engineering and a minorMasters in EconomicsElectrical Engineering from the University of Florida.
Carla Pineyro Sublett joined NI in February 2019 and has served as Senior Vice President, Chief Marketing Officer since that time. Prior to joining NI, Ms. Pineyro Sublett worked at Rackspace Hosting, Inc. from May 2015 to October 2017 as Senior Vice President, Chief Marketing Officer, and was responsible for all facets of global marketing. Ms. Pineyro Sublett also held several positions with increasing responsibility at Dell Technologies Inc. from August 1999 to May 2015, including Regional Sales Director, Software and Peripherals; Executive Chief of Staff, Large Enterprise Americas; Executive Director, Inside Sales, Large Enterprise Americas; and Divisional Chief Marketing Officer, Latin America. Ms. Pineyro Sublett attended the University of Texas where she studied Latin American Studies and Architecture.Arizona State University.
 
​​
2219
​​

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis provides information regarding the 20192020 compensation program for our principal executive officer, our principal financial officer, and the three executive officers (other than our principal executive officer and principal financial officer) at fiscal year-end who were our most highly-compensated Executive Officers, as well as our former principal executive officers (ourofficer (collectively, our “Named Executive Officers” or “NEOs”). The following discussion and analysis should be read in conjunction with the compensation tables contained elsewhere in this Proxy Statement. For 2019,2020, our Named Executive Officers were:
Alexander M. Davern, our Chief Executive Officer;were, with their current titles, as applicable:
Eric H. Starkloff, our President and Chief Operating Officer;Executive Officer (our “President and CEO”);
Karen M. Rapp, our Executive Vice President and Chief Financial Officer;
Jason E. Green, Chief Revenue Officer and Treasurer;Executive Vice President, Portfolio Business Unit;
Scott A. Rust, our Senior Vice President, Global Product Research and& Development; and
•
Carla Pineyro Sublett1, former Senior Vice President and General Manager, Portfolio Business Unit and Chief Marketing Officer; and
John C. Roiko, our Vice President, Finance and Chief Accounting Officer.
Alexander M. Davern, former Chief Executive Officer Change Announced During 2019
On October 29, 2019, we announced that Mr. Starkloff, who was serving as our President and Chief Operating Officer, was appointed as our Chief Executive Officer, effective February 1, 2020, and that he would continue to serve as our President. We also announced that Mr. Davern, who was serving as our Chief Executive Officer, would remain as our Chief Executive Officer until January 31, 2020, and then transition into a strategic advisory role to provide certain transition and advisory services until our 2020 Annual Meeting of Stockholders. Mr. Davern will continue to serve as a member of our Board of Directors.Officer.
Executive Summary
This Compensation Discussion and Analysis describesoutlines the material elements of our 2020 executive compensation program, during 2019. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes howpractices, and why the Compensation Committee arrived at thedescribes specific compensation decisions formade during 2020 by our NamedCompensation Committee for Executive Officers, in 2019 and discussesincluding the key factors that the Compensation Committee considered in determining theirExecutive Officers’ compensation.
Who We AreChief Executive Officer Transition During 2020
NIEffective February 1, 2020, Mr. Starkloff, our former President and Chief Operating Officer, was formed over 40 years ago onappointed as our Chief Executive Officer pursuant to an idea of connecting engineers through software. Our founders created technology to connect instruments to computers in order to accelerate the testingExecutive Employment Agreement, dated October 28, 2019 (the “Starkloff Executive Employment Agreement”) and measurement of innovative technology, and this was the seed of a philosophy of accelerating innovation thathe continues to bealso serve as President. Mr. Starkloff replaced Mr. Davern as our Chief Executive Officer, and Mr. Davern continues to serve as a driving forcemember of our culture, our business,Board. Effective January 31, 2020, Mr. Davern transitioned into a strategic advisory role to provide certain transition and our operations today. We striveadvisory services pursuant to enable customers arounda Transition Agreement, dated October 28, 2019 (the “Davern Transition Agreement”). Pursuant to the world to do their most ambitious work while meeting fast-moving market demands. We provideDavern Transition Agreement, Mr. Davern’s role as a strategic advisor concluded on May 5, 2020, the integration of modular hardware and open, flexible software systems, to consistently support organizations’ evolving test and measurement needs. Our hope is that in 100 years’ time, future generations will continue to benefit from the results of the innovation we make possible today.
Our overarching goal, which we call our core strategic vision, is to be the leader in software-defined automated test and automated measurement systems. In pursuing our vision, we have empowered our team to be deliberate about the market opportunities we pursue to fuel growth by targeting the applications where we believe our systems can provide significant value to our customers. We believe our long-term track record for innovation and our differentiation in the market helps support the successdate of our customers, employees, community, and2020 annual meeting of stockholders.
Say-on-Pay Vote and Introduction of Performance-Based Restricted Stock Unit Awards
We viewAt our 2020 Annual Meeting of Stockholders, approximately 97% of the stockholdervotes present and entitled to vote on the advisory vote onfor Named Executive Officer compensation (also known as the “Say-on-Pay” vote) voted in favor of the compensation of our Named Executive Officers. We view the Say-on-Pay vote as an opportunity to receive feedback from our stockholders about our executive compensation program. PriorAs set forth in more detail in the Introduction to this Proxy Statement, prior to our annual meetings of stockholders, we reach out to our major stockholders and engage with them on their views and concerns about our policies and practices, including our executive compensation. Prior to our 2018
​​
23
​​

TABLE OF CONTENTS

Annual Meeting of Stockholders,Based on feedback we engaged with several ofreceived from our stockholders and specifically requested feedback on our executive compensation program. The executive compensation feedback received was focused on three areas: (i) our CEO pay relative to total shareholder return, (ii) that our long-term incentive (“LTI”) program for our Named Executive Officers was limited to time-based-restricted stock units (referred to herein as “RSUs”) and did not include performance-basedin prior years, performance based restricted stock unitsunit awards (“PRSUs”), and (iii) a lack of transparency about our Annual Incentive Program (“AIP”) bonus goals.
In response to this stockholder feedback, the Compensation Committee determined that we should add performance-based equity awards to our LTI compensation program. In 2019, PRSUs represented represent 50% of the equity award value awarded to our Named Executive Officers, while the other 50% consistedconsist of RSUs.restricted stock unit awards (“RSUs”). We have subsequently received favorable stockholder feedback with respect to implementinggranting PRSUs with relative metrics such as total shareholder return (“TSR”). We believe that our use of performance-based LTIlong term incentive compensation is important to strengthening the alignment between our executive officers’Executive Officers’ compensation and creation of stockholder value, while also driving the achievement of NI’sour financial and operational goals.
At our 2019 Annual Meeting of Stockholders, approximately 97% of the votes present and entitled to vote on the Say-on-Pay proposal were voted in favor of the compensation of our Named Executive Officers. See “Corporate Governance—Our Stockholder Engagement Program” for additional information about our stockholder engagement.
2019 Business Highlights
During 2019, we achieved record net income, which increased over the past three years, as illustrated in the chart below. We also achieved several other important financial and operational results which are described in more detail in this section. We believe these achievements reflect the value that our platform-based approach provides to our customers and our execution on our commitment to financial and operational excellence.

In 2019, we achieved the following important financial and operational results:
Revenue: We reported net sales of $1.35 billion, relatively flat compared to 2018 despite headwinds from the overall weakness in the industrial economy during most of the year.
Financial Discipline: We reported record operating income of $175 million in 2019, up 46% over three years. We also reported record net income of $162 million, up 96% over three years.
Cash Generation: We generated annual cash flow from operations of $224 million. As of December 31, 2019, we held $433 million in cash and short-term investments.
Capital Deployment: In 2019, we returned over $300 million to our stockholders through dividends and share repurchases. Our strategies for capital deployment remain the same: payment of our quarterly dividend, opportunistic stock repurchases, and acquisitions of strategic accelerators.
1
Ms. Pineyro Sublett resigned from the company effective February 1, 2021.
 
​​
2420
​​

TABLE OF CONTENTS

During 2020, the Compensation Committee made no material changes to our executive compensation program. See the Introduction to this Proxy Statement for additional information about our stockholder engagement.
2020 Business Highlights
Our business and financial condition was adversely impacted by the uncertainties caused by the COVID-19 global pandemic. Where possible, we took steps to minimize the impact across our organization, including steps related to our customers, employees, supply chain, and partner network, and demonstrated our ability to adapt to these challenges.
Revenue: We reported net sales of $1.29 billion, a 5 percent decrease from 2019.
Cash Generation: We generated annual cash flow from operations of $181 million. As of December 31, 2020, we held $320 million in cash and short-term investments.
Capital Deployment: In 2020, we returned over $185 million to our stockholders through dividends and share repurchases. We also acquired OptimalPlus, Ltd. for $365 million.
Product Portfolio: We continued to sharpen our focus on system-level automated test and automated measurement offerings in key growth areas, including semiconductor, transportation, and aerospace, defense, and government.
20192020 Executive Compensation Highlights
As noted in the “Executive Summary”, the CEO position transitioned from Mr. Davern to Mr. Starkloff on February 1, 2020. The 2019 CEO compensation discussion below refers to Mr. Davern's compensation. We also discuss Mr. Starkloff'sIn 2020, CEO compensation, where relevant, as the Starkloff Executive Employment Agreement (defined below) that establishes Mr. Starkloff's compensation was entered into in October 2019 and became effective on February 1, 2020.
In 2019, the Compensation Committee took the following actions with respect to the compensation of our Named Executive Officers:
Established the Executive Incentive Program – In January, adopted the Executive Incentive Program for Executive Officers (the “EIP”). The EIP replaced the Annual Incentive Program and the Annual Company Performance Bonus Program previously applicable to Executive Officers and serves as our short-term cash incentive plan for our Executive Officers.
Established Named Executive Officer Base SalarySalaries —– Approved annual base salary increases ranging from 3.9% to 26.0%, including a base salary increase of 7.0% for our CEO. The 26% base salary increase from 2018 for Mr. Starkloff is predominately due to Mr. Starkloff’s appointment as our President and Chief Operating Officer on October 25, 2018.
Annual Cash Incentive Bonus Programs:
Approved target incentive bonus opportunities for our Named Executive Officers, underother than our Annual Incentive Program (“AIP”)President and CEO, ranging from 30%4% to 100%11%.
Established Named Executive Officer Executive Incentive Program Targets – For our Executive Officers, other than our President and CEO, approved the key company financial and operational performance objectives, pre-established performance levels for each objective, and related payout levels (expressed as a percentage which increases or decreases with company performance) for cash incentive bonus opportunities pursuant to the EIP, and approved target cash incentive bonus opportunities ranging from 65% to 80% of their 2019the Named Executive Officer’s 2020 annual base salary, which, if paid at target, would result in an EIP payout for payout amounts rangingthese Named Executive Officers of $260,260 to $460,000. In addition, the Compensation Committee approved transferring Mr. Green from $32,625a sales-based incentive compensation plan to $213,332. This resultedthe EIP. Our Board, based on the recommendations of the Compensation Committee, approved the same EIP key company financial and operational performance objectives for Mr. Starkloff, our President and CEO. Mr. Starkloff’s target cash incentive bonus opportunity for 2020 is set forth in his Executive Employment Agreement, which was amended on February 3, 2020, to reflect the paymentadoption of an annual cash bonus for our CEO in the amount of $213,332, equal to 28% of his target annual cash bonus opportunity.
Determined no cash bonus payments were to be made pursuant to our Annual Company Performance Bonus Program (“CPB”).
Established an Executive Incentive Program (“EIP”) for executive officers. In January 2020, uponEIP. Our Board approved, at the recommendation of the Compensation Committee, the independent membersa target cash incentive bonus opportunity equal to 135% of the Board approved the implementationMr. Starkloff’s 2020 annual base salary, which, if paid at target, would result in an EIP payout of the EIP, which combined the AIP and the CPB into one bonus program for our executive officers. While the EIP bonus targets will replace the combined bonus targets of the AIP and the CPB for our executive officers, the core financial objectives of revenue growth and operating income will remain. The EIP will also maintain the AIP objective related to employee retention. Under the EIP, the Compensation Committee, or the independent members of the Board with respect to the CEO, will not have discretion to modify the attainment of an executive officer goal.$945,000.
Long-Term Incentive CompensationGranted Named Executive Officer Equity Awards — Based on feedback from our stockholders, granted LTI compensation opportunities– Granted equity awards in the form of 50% RSU awardsRSUs and 50% PRSU awards that willPRSUs to be settled for whole shares of our common stock, (with any fraction of a share to be settled in cash), in amounts ranging from target levels of approximately $177,288$750,000 to $1,400,000 for our Named Executive Officers, (otherother than our CEO)President and CEO. In addition, the Compensation Committee recommended to approximately $5,340,969 forthe independent members of our CEO, for theBoard that an award of 75,000 RSUs and 75,000 PRSUs at grant date fair value. See belowplus the equivalent of $2,000,000 in Note 1 in “Elements of Executive Compensation—Long Term Incentive Compensation” for discussion of value for PRSUs using a Monte Carlo simulation.restricted stock awards (RSUs and PRSUs) be granted to Mr. Starkloff, upon becoming our CEO.
PromotionRevised Executive Incentive Program Payout Levels – In July, as a result of Mr. Starkloff — Established the following compensation arrangements for Mr. Starkloff in connection with his appointment aseconomic impact of the COVID-19 pandemic on our Chief Executive Officer, effective February 1, 2020:business, reevaluated the design of the EIP to change the payout levels to help ensure we continue to reward our top leaders competitively. Based on guidance from its independent
an annual base salary of $700,000;
•
a target incentive bonus opportunity under our EIP for 2020 equal to 135% of his annual base salary1;
a one-time promotional RSU award for 75,000 shares of NI common stock, scheduled to vest in equal installments annually over a three-year period that commenced February 1, 2020, subject to his continued service on each such vesting date;
1
The executive employment agreement executed by Mr. Starkloff on October 28, 2019 entitled Mr. Starkloff to participate in the AIP and the CPB with an AIP target of 110% of his base salary and an CPB target of 25% of his base salary, respectively. On February 3, 2020, the executive employment agreement was amended (as amended, the "Starkloff Executive Employment Agreement"), to reflect the implementation of the EIP. Pursuant to the amendment, in lieu of Mr. Starkloff’s participation in the AIP and CPB, Mr. Starkloff will have an annual EIP target of 135% of his base salary.
 
​​
2521
​​

TABLE OF CONTENTS

compensation consultant, the Compensation Committee revised the EIP to maintain most of the original payout levels but added a 25% and 40% payout level and removed the 175% and 200% payout levels, thereby reducing our Named Executive Officers’ total potential bonus payout at the maximum level from 200% to 150% of their 2020 target bonus amount and adding an opportunity for payout at the lower 25% and 40% payout levels. EIP payouts were based on the revised metrics.
CEO Compensation
Mr. Starkloff’s compensation as Chief Executive Officer was recommended by the Compensation Committee and approved by the independent members of the Board in October 2019. The Starkloff Executive Employment Agreement was amended on February 3, 2020 to conform Mr. Starkloff’s bonus structure to the then newly adopted EIP and sets forth Mr. Starkloff’s 2020 compensation as follows:
an annual base salary of $700,000;
a target incentive cash bonus opportunity under the EIP for 2020 equal to 135% of his annual base salary;
a one-time promotional RSU award for 75,000 shares of our common stock, scheduled to vest in equal installments annually over a three-year period commencing on February 1, 2020, subject to his continued service on each such vesting date;
a one-time promotional PRSU award for 75,000 shares (at target) of NIour common stock based on NI’s total shareholder returnour TSR performance in relation to the performance of the Russell 2000 index (“Index”(the “Index”) over a three-year performance period that commenced January 1, 2020, subject to his continued servicecommencing on the vesting date of December 31, 2022;
a restricted stock unit award equal to the result (rounded to the nearest whole share) of $2,000,000 divided by the closing price of NI’s common stock on the day immediately preceding the grant date at the next equity award approval cycle (expected in April 2020), of which half will be RSUs, scheduled to vest in equal installments annually over a three-year period and with the remainder to be PRSUs to be earned over a three-year performance period that commenced January 1, 2020, based on NI's total shareholder return performance in relation to the performance of the index over the same three-year performance period, commencing January 1, 2020, subject to his continued service on the vesting date of December 31, 2022; and
the equivalent of $2,000,000 in restricted stock awards, which were granted on April 29, 2020, and were comprised of 25,471 RSUs scheduled to vest in equal installments annually over a three-year period, and 25,471 PRSUs to be earned over a three-year performance period commencing January 1, 2020, based on our TSR performance in relation to the performance of the Index over the same three-year performance period, commencing January 1, 2020, and subject to his continued service on the vesting date of December 31, 2022.
Mr. Starkloff's post-employmentStarkloff’s compensation arrangements were revisedis described further in connection with his appointment asthe Summary Compensation Table and related charts below.
Former CEO (for further discussion please see “Potential Payments Upon Termination or Change in Control” below).Transition Agreement
In establishing these compensation arrangements,October 2019, the Compensation Committee took into consideration Mr. Starkloff’s experience and skills as well as the competitive market for similar positions at other comparable companies based on a reviewindependent members of the compensation survey data from our independent compensation consultant, Compensia.
CEO Transition — Established the followingBoard also established transition service compensation arrangements for Mr. Davern, in connection with hisour former CEO and current director, for the period of transition from our Chief Executive Officer to a strategic advisory role, effective January 31, 2020 and untilto May 5, 2020.2020, the date of our 2020 Annual Meeting of Stockholders. During this transition period, Mr. Davern willcontinued to receive his current2019 base salary and benefits; however, Mr. Davern willbenefits but was not be eligible forto participate in any bonus or other incentive pay inprogram during 2020. Nor will Mr. Davern be eligiblePursuant to receive any additional consulting fees outside of his continued base salary and benefits. If Mr. Davern signs a separation agreement signed in conjunction with his transition, Mr. Davern’s time-based RSUs that are subject to service-based vesting, andwere scheduled to vest prior to May 5, 2021 will vest upon signing.vested and all of Mr. Davern's unvested PRSUs were forfeited as of May 5, 2020. Mr. Davern’s health continuation coverage costs will terminate uponcontinue to be paid through May 31, 2021.
Voluntary Base Salary Reductions
In 2020, our President and CEO, in response to the economic impact of the COVID-19 pandemic on our business, voluntarily reduced his separation.
base salary by 20%, and our other Named Executive Officers voluntarily reduced their base salaries by 10%. These voluntary reductions were in effect for the period of May 1, 2020 Equity Incentive Plan — Subject to stockholder approvalthrough September 30, 2020. None of Proposal Two,these voluntary actions were at the request of the Compensation Committee recommended to the Board, and the Board approved, the 2020 Incentive Plan to replace the expiring 2015 Incentive Plan.Committee.
Pay-for-Performance Discussion
Our 20192020 executive compensation program which consisted of base salary, the EIP in the form of an annual cash bonus opportunity, under our AIP, an annual cash bonus opportunity under our CPB, LTIand long-term incentive compensation opportunities in the form of RSUs and PRSUs,PRSUs. The EIP metrics and other benefits, waspayouts are closely linked to stockholder value creation through the achievement of our short-term and long-term financial, operational and strategic objectives.
 
​​
2622
​​

TABLE OF CONTENTS

The 20192020 pay mix for our President and CEO and our other Named Executive Officers was predominantly variable or “at risk.” As the following charts illustrate, the intended target value of his or her equity and cash awards, assuming the value per unit is equal to our common stock price on the grant date, for 2019, 88%2020, was 93% of our President and CEO’s target total direct compensation (defined as the sum of his 20192020 base salary and target annual cash bonus opportunityopportunities under the AIP, target annual cash bonus opportunity under the CPB,EIP, and the intended target value of his equity awards), and 74% of theour other Named Executive Officers average target total direct compensation, of our other Named Executive Officers, was delivered in the form of variable or “at risk” compensation.

 
Further, LTIlong-term incentive compensation in the form of either RSUs or PRSUs represented 73%84% of our President and CEO’s target total direct compensation and 55%54% of the average target total direct compensation of our other Named Executive Officers.
Executive Compensation Policies and Practices
We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices:
What We Do
Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation practices.
Retain an Independent Compensation Advisor. The Compensation Committee has engaged its own compensation consultant to provide information, analysis and other advice on executive compensation independent of management.
Annual Executive Officer Compensation Review. At least once a year, the Compensation Committee conducts a review of our executiveExecutive Officer compensation strategy.
Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our executive officer’sExecutive Officers’ compensation is “at risk” based on corporate performance, because it is equity-based, to align the interests of our Named Executive Officers and stockholders.
Annual Compensation-Related Risk Assessment. We consider our compensation-related risk profile to ensure that our compensation-related risks do not create inappropriate or excessive risk and are not reasonably likely to have a material adverse effect on NI.
Stock Ownership Policy. We have adopted stock ownership guidelines for our Named Executive Officers and the non-employee members of our Board of Directors under which they must accumulate and hold, consistent with the terms of the guidelines, a specific amountnumber of shares of NI common stock.stock equivalent to a multiple of their annual salary or retainer, as applicable.
“Double Trigger”Double-Trigger” Compensation Arrangements in Connection with a Change in Control.Control for Our President and Chief Executive Officer. In the event of a changeChange in control,Control (as defined in the Starkloff Executive Employment Agreement) of NI, our President and CEO has a “double trigger”would not receive compensation arrangement with respect to his base salary and bonus.
 
​​
2723
​​

TABLE OF CONTENTS

severance benefits pursuant to his employment agreement unless there is both (i) a Change in Control of NI and (ii) an involuntary termination of employment or resignation for Good Reason (also as defined in the Starkloff Executive Employment Agreement) within the three month period prior to the Change in Control or within 12 months following the Change in Control, frequently referred to as a “double-trigger” compensation arrangement. If a Change in Control would occur, subject to Mr. Starkloff executing and not revoking a release of claims in favor of NI and meeting other requirements in the Starkloff Executive Employment Agreement, Mr. Starkloff would receive his annual base salary for a period of 18 months and a lump sum equal to 100% of his EIP bonus. In addition, Mr. Starkloff would receive accelerated vesting on those outstanding service-based RSUs that would have vested had Mr. Starkloff remained employed by the Company for 12 months following his termination date, subject to any required approval by our Board. See “Potential Payments Upon Termination or Change in Control” below for a detailed description of Mr. Starkloff’s Change in Control benefits.
What We Do Not Do
No Guaranteed Bonuses. We do not provide guaranteed bonuses to our Named Executive Officers.
No Special Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees. Our Named Executive Officers are eligible to participate in our Section 401(k) retirement savings plan on the same basis as our other employees.
No Short Selling, Hedging or Derivatives Transactions. We have a policy which prohibits our executive officers from short selling or trading in derivatives of our securities,securities. In addition, those subject to the company quarterly blackout window are prohibited from holding our securities in margin accounts or engaging in hedging or similar transactions with respect to our securities.
No Excise Tax Payments on Future Post-Employment Compensation Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon certain terminations of employment or a change in control of NI.
No Special Welfare or Health Benefits. We do not provide our Named Executive Officers with any welfare or health benefit programs, other than participation in our broad-based employee programs and an annual physical.
No Special Perquisites. We do not provide significant perquisites or other personal benefits to our Named Executive Officers.
Compensation Philosophy and Objectives
Our executive compensation philosophy is based on the concept of pay for performance and aligned to the following primary goals:
Our compensation practices are designed to support the interests of our stockholders.
Achieving financial goals and other operational targets are the basis for measuring performance.
Sufficient upside, in the form of the potential to earn more than the target amount, and downside, in the form of risk of not earning the full target amount, is built ininto our incentive plans to deliver appropriate rewards based on results.
Based on this philosophy, our executive compensation program is guided by the following overarching principles:
Business Driven: Compensation should be aligned to our performance by linking rewards directly to the achievement of specific financial, operational, and strategic objectives that are expected to lead to increased stockholder value and executive retention and engagement.
Performance Differentiated: Compensation should be structured to create an effective link between pay and performance at both the corporate and individual level so that the contributions of our executivesExecutive Officers are valued and rewarded.
​​
24
​​

TABLE OF CONTENTS

Market Competitive: Compensation should be competitive to attract, retain, and motivate the senior leadershipExecutive Officers needed to achieve our core strategic vision.
Our overall amount of equity awards should be related to our revenue growth:company performance: We believe that our use of equity awards must be sensitive to the dilutive impact that such equity compensation will have on our stockholders. As a result, the overall amount of equity awards for 2019 was linked to our revenue growth.
We also maintain a strong focus on leadership development and retention, and as such, our executive compensation program is designed to ensure that we retain the talent required to execute our business strategy. The compensation actions and decisions for our Named Executive Officers support our talent retention objectives by considering individual contributions to our performance, long-term potential and holding power, and organizational succession plans.
We regularly assess and adjust our executive compensation program, policies, and practices in light of these overarching principles and, in doing so, consider feedback obtained through our stockholder engagement efforts.
​​
28
​​

TABLE OF CONTENTS

Compensation-Setting Process
Role of Compensation Committee
The Compensation Committee, which is composed entirely of independent directors, is responsible for reviewing and approving the compensation of our Named Executive Officers, other than for our President and CEO. The independent members of our Board review and approve the recommendations of the Compensation Committee with respect to the compensation of our President and CEO. The Compensation Committee’s decisions are subject to any approval of our Board of Directors that the Compensation Committee or legal counsel determines to be desirable or is required by applicable law or Nasdaq rules. Specifically, the Compensation Committee oversees our executive compensation plans, administers our equity compensation plans, and reviews and approves the compensation of our executive officers.Executive Officers. With respect to the compensation of our President and CEO, the Compensation Committee recommends such compensation to the independent directors of the Board, of Directors, who also separately approve it.
The Compensation Committee operates under a written charter adopted by our Board of Directors.Board. A copy of the charter is posted on the investor relations section of our website located at http:https://www.ni.com/pdf/nati/us/comp_charter.pdf.investor.ni.com/corporate-governance.
As described in greater detail in the next section, the Compensation Committee considers both NIour performance and individual performance when determining the overall compensation levels for our Named Executive Officers, as well as the individual elements of compensation. For example, in determining increases in base salary and LTI compensation opportunities, the Compensation Committee takes into consideration, among other things, the prior individual performance of an executive officer, as well as NI’s performance. Similarly, NI’s previous and currentour EIP cash incentive programs areprogram is designed to incent our executive officersExecutive Officers to achieve our businessidentified company key objectives, set forth in our annual operating planwhich are financial and operational metrics, and ensure that NI’sour company’s performance as a whole impacts the amounts payable to participants. The Compensation Committee believes that the various elements of executive compensation should work together to promote our objective that total compensation be related both to company and individual performance.
Setting Total Direct Compensation
The Compensation Committee (and in the case of our President and CEO, the independent members of our Board, upon the recommendation of the Compensation Committee) does not establish a specific target for the total direct compensation opportunity of our Named Executive Officers. In making decisions about the compensation of our Named Executive Officers, the Compensation Committee (and in the case of our President and CEO, the independent members of our Board, upon the recommendation of the Compensation Committee) relies primarily on the general business acumen and experience of its members and subjective consideration of various factors, including the following:
our executive compensation program objectives;
our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board of Directors;Board;
each individual executive officer’sExecutive Officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly-situated executives at the companies in our compensation peer group;group and/or selected broad-based compensation surveys;
​​
25
​​

TABLE OF CONTENTS

the scope of each executive officer’sExecutive Officer’s role and responsibilities compared to other similarly-situated executives at the companies in our compensation peer group;group and/or selected broad-based compensation surveys;
the prior performance of each individual executive officer,Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;
the potential of each individual executive officerExecutive Officer to contribute to our long-term financial, operational, and strategic objectives;
the business risk presented to us in the event the executive officerExecutive Officer were to leave our employ;
our President and CEO’s compensation relative to that of our executive officers,Executive Officers, and compensation parity among our executive officers;Executive Officers;
general compensation trends and practices in the technology industry;
the compensation practices of comparable companies, including our compensation peer group and the positioning of each executive officer’sExecutive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data conducted by ourthe Compensation Committee’s independent compensation advisorsconsultant as well as our in-house compensation experts; and
​​
29
​​

TABLE OF CONTENTS

the recommendations of our President and CEO with respect to the compensation of our executive officersExecutive Officers (other than his own compensation).
These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer.Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.
The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. The members of the Compensation Committee consider all of this information in light of their individual experience, knowledge of NI, knowledge of the competitive market, knowledge of each executive officer,Executive Officer, and business judgment in making these decisions.
Role of Management
In establishing our executive compensation program, the Compensation Committee works closely with our senior management, including our President and CEO and our Senior Vice President of Global Human Resources.and Chief People Officer. In 2019,2020, the Compensation Committee obtained input from our President and CEO when discussing the performance of, and compensation levels for, our executive officersExecutive Officers (other than himself). The Compensation Committee also worked closely with our President and CEO and our Senior Vice President of Global Human Resourcesand Chief People Officer and others, as required, in evaluating the financial, accounting, tax, talent management/succession planning, and retention implications of our executive compensation program and its various elements. Neither our President and CEO nor any of our other Named Executive Officers are present when their own compensation is being discussed by the Compensation Committee.
Role of Compensation Consultant
The Compensation Committee has engaged Compensia a national compensation consulting firm, as its independent compensation consultant to advise on executive compensation matters. In 2019,2020, at the direction of the Compensation Committee, Compensia conducted various projects, including performing a comprehensive review of our executive compensation program, performing a comprehensive review of the compensation program for our Board on behalf of Directors, conducting an analysis of chief executive officer compensation (which the CompensationNomination & Governance Committee, considered in connection with the promotion of Mr. Starkloff), assisting the Compensation Committee in updating our compensation peer group, and assisting in the preparation of the executive compensation disclosure for our 20192020 proxy statement. Compensia did not provide any other services to NIfor us in 2019.2020.
The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided during 2019. 2020.
​​
26
​​

TABLE OF CONTENTS

Based on this review, as well as consideration of the factors affecting independence set forth in the listing standards of Nasdaq and the relevant SEC rules, the Compensation Committee has determined that no conflict of interest was raised by Compensia's work and that Compensia met the independence requirements of such rules.
​​
30
​​

TABLE OF CONTENTS

Competitive Positioning
In making its compensation decisions for 2019,2020, the Compensation Committee reviewed a competitive market analysis based on industry specifica compensation peer group, including (1) compensation data drawncollected from various analysespublicly available information contained in the SEC filings from 16 selected peer group companies, and (2) data from a customized cut of athe Radford Global Technology Survey, and from its compensationwhich included 14 of the 16 peer group. The surveycompanies. Where insufficient data was based on executive compensation information fromavailable for a custom survey analysis ofspecific position for our compensation peer group, as well as executive compensation informationthe Compensation Committee looked at data from publicly-tradedthe general Radford Global Technology survey focusing on publicly traded technology companies in the technology sector with annual revenues ranging from $1 billion to $3 billion.
Based on the recommendation of its independent compensation consultant, the Compensation Committee adjusted our peer group companies for 2020 and determined to (1) remove MTS Systems from the list of peers because its market capitalization was no longer comparable to NI’s and (2) add Novanta and Viavi Solutions to the list of peers as these companies have comparable revenue and market capitalization to NI’s. The compensation peer group data was based on executive compensation information for a select group of 15 peer companies. These peer companiesthe Compensation Committee reviewed are as follows:
​
Company Name
​
Annual
Revenue
(in millions)
Last Four Quarters
​
Market
Capitalization
(in millions)
​
Company Name
​
Annual
Revenue
(in millions)
Last Four Quarters
​
Market
Capitalization
(in millions)
​
​
ANSYS
​
$1,176
​
$15,501
​
ANSYS
​
$1,328
​
$16,636
​
​
Cadence Design Systems
​
​2,028
​
​13,021
​
Cadence Design Systems
​
2,197
​
19,556
​
​
Cirrus Logic
​
​1,466
​
​2,533
​
Cirrus Logic
​
1,186
​
2,449
​
​
Cognex
​
​821
​
​9,426
​
Cognex
​
810
​
7,641
​
​
Cypress Semiconductor
​
​2,406
​
​5,725
​
Cypress Semiconductor
​
2,441
​
8,002
​
​
Keysight Technologies
​
​3,709
​
​12,163
​
Keysight Technologies
​
4,147
​
16,022
​
​
MKS Instruments
​
​2,125
​
​4,723
​
MKS Instruments
​
1,984
​
4,096
​
​
MTS Systems
​
​782
​
​963
​
Novanta
​
625
​
3,075
​
​
OSI Systems
​
​1,089
​
​1,384
​
OSI Systems
​
1,161
​
2,026
​
​
PTC
​
​1,236
​
​11,684
​
PTC
​
1,262
​
10,389
​
​
Silicon Laboratories
​
​822
​
​4,121
​
Silicon Laboratories
​
851
​
4,311
​
​
Synopsys
​
​3,023
​
​14,906
​
Synopsys
​
3,231
​
19,050
​
​
Teledyne Technologies
​
​2,795
​
​8,677
​
Teledyne Technologies
​
2,951
​
9,447
​
​
Teradyne
​
​1,997
​
​7,329
​
Teradyne
​
2,107
​
7,867
​
​
Trimble
​
​2,906
​
​10,637
​
Trimble
​
3,168
​
10,904
​
​
Financial data per S&P Research Insight as of 10/01/18
​
​
​
Viavi Solutions
​
1,106
​
3,042
​
Financial data per S&P Capital IQ as of 7/11/2019
The Compensation Committee used the specific compensation data described above to assess the reasonableness and competitiveness of the compensation packages as a whole for our executive officers,Executive Officers but exercised its judgment in allocating compensation among our executive officersExecutive Officers and among the various elements of each individual executive officer’sExecutive Officer’s total compensation package.
The Compensation Committee believes that total compensation at or around the 50th percentile of the competitive market (based on the compensation data evaluated) is the appropriate reference when determining the compensation of our Named Executive Officers. Though the Compensation Committee uses such 50th percentile as a reference point, it does not target a specific percentile in the range of comparative information for each individual executive officerExecutive
​​
27
​​

TABLE OF CONTENTS

Officer or for each element of compensation. Instead, the Compensation Committee structures the total compensation package for each executive officerExecutive Officer after consideration of the comparative market data and the other factors described above in “Compensationthis Compensation Discussion and Analysis—Compensation—Setting Process-SettingAnalysis, under the heading “Compensation-Setting Process” and sub-heading “Setting Total Direct Compensation” above.Compensation.”
Elements of Executive Compensation
The principal elements of our executive compensation program for 20192020 were as follows:
Base salary;
the AIP;
the CPB;EIP for cash bonus opportunities; and
LTILong-term incentive compensation in the form of equity awards.
​​
31
​​

TABLE OF CONTENTS

Base Salary
Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly-talented individuals. We use base salary to provide each executive officerExecutive Officer with a competitive level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.
Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-length negotiation at the time we hire or promote the individual Named Executive Officer, taking into account his or her position, qualifications, experience, prior salary level,expectations, external market data, and the base salaries of our other executive officers.Executive Officers. Thereafter, the Compensation Committee reviews the base salaries of our executive officersExecutive Officers annually, with input from our President and CEO (except with respect to his own base salary) and makes adjustments as it determines to be reasonable and necessary to reflect the scope of an executive officer’sExecutive Officer’s performance, individual contributions and responsibilities, position in the case of a promotion, and market conditions. The Compensation Committee does not use a specific formula, but instead the committee members exercise their judgment in view of our compensation philosophy and objectives.
In January 2019,February 2020, the Compensation Committee reviewed the base salaries of our Named Executive Officers, other than Mr. Starkloff or Mr. Davern, taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our President and CEO, as well as the other factors set forth above and described in “Compensationthe Compensation Discussion and Analysis—Compensation–Setting Process—Setting TargetAnalysis, under the heading “Compensation-Setting Process” and sub-heading “Setting Total Direct Compensation” above. Following this review,Compensation.” In connection with his appointment as President and CEO and pursuant to the Starkloff Executive Employment Agreement, Mr. Starkloff received an increase in his annual base salary increase for our CEOeffective February 1, 2020, which was recommendedapproved by the Compensation Committee and approved by the independent directorsmembers of theour Board of Directors, and the Compensation Committee approved basein October 2019. Base salary increases that took effect in 2020 for each of our other Named Executive Officers are as follows:
​
Named Executive Officer
​
2018 Base
Salary
​
2019 Base
Salary (1)
​
Percentage
Adjustment
​
Named Executive Officer (1)
​
2019 Base
Salary
​
2020 Base
Salary (4)
​
Percentage
Adjustment
​
​
Alexander M. Davern
​
$725,004
​
$775,754
​
7.0%
​
Eric H. Starkloff (2)
​
$551,250
​
$700,000
​
27%
​
​
Eric H. Starkloff
​
​437,500
​
​551,250(2)
​
26.0%
​
Karen M. Rapp
​
413,438
​
458,916
​
11%
​
​
Karen M. Rapp
​
​393,750
​
​413,438
​
5.0%
​
Scott A. Rust
​
385,000
​
400,400
​
4%
​
​
Scott A. Rust
​
​370,620
​
​385,000
​
3.9%
​
Alexander M. Davern (3)
​
775,754
​
775,754
​
0%
​
​
John C. Roiko
​
​277,380
​
​290,000
​
4.6%
​
(1)
ReflectsMr. Green and Ms. Pineyro Sublett became Named Executive Officers in January 2020 and are therefore excluded from the annual salary approved by our Board of Directors. Annual base salary adjustments, if any, are generally effective January 1, 2019.above table.
(2)
The increase reflected in Mr. Starkloff's 2019 Base Salary is largely dueStarkloff’s base salary was increased to $700,000 upon his appointment as President and Chief Operating Officer, effective October 25, 2018. On October 29, 2019, Mr. Starkloff was appointed as our CEO, effective as of February 1, 2020.
(3)
Mr. Davern ceased to be our CEO effective as of January 31, 2020 and continues to serve on our Board.
(4)
Reflects the annual salary approved by the Compensation Committee and, as applicable, the independent members of our President.Board. In 2020, Mr. Starkloff'sStarkloff, our President and CEO, in response to the economic impact of the COVID-19 pandemic on our business, voluntarily reduced his base salary was increased to $700,000, effective asby 20% and our other Named Executive Officers voluntarily reduced their base salaries by 10%. These voluntary reductions were in effect for the period of FebruaryMay 1, 2020.2020 through September 30, 2020, and are reflected in the “Summary Compensation Table,” below. None of these voluntary actions were at the request of the Compensation Committee.
The actual base salaries paid to our Named Executive Officers in 2019 are set forth in the “2019 Summary Compensation Table” below.
Annual Incentive Plan
In 2019, NI operated the AIP to incentivize our executive officers. Under our AIP, incentive bonuses may be earned by our Named Executive Officers, based upon the achievement of corporate performance objectives and individual performance criteria. The AIP is intended to increase stockholder value and promote our success by providing incentive and reward for the accomplishment of key financial and operational objectives by our executive officers.
Under the AIP, each of our Named Executive Officers is eligible to receive a target incentive bonus opportunity (which is expressed as a percentage of the executive officer’s annual base salary as determined by the Compensation Committee) and to earn a bonus payment based upon the attainment of corporate and individual performance objectives historically related to revenue growth, non-GAAP operating margin, key employee retention and operating expenses, approved in accordance with the AIP. For purposes of the AIP, the base salary amount to be used to set the target incentive bonus opportunity is determined by the Compensation Committee at the time the performance goals for that year’s plan are approved.
 
​​
3228
​​

TABLE OF CONTENTS

Under the AIP, theThe actual bonus payment that may be earned by a Named Executive Officer may be more or less than the target incentive bonus opportunity based on the performance objective, the actual performance measured against such objective, the weighting of each performance objective for the individual Named Executive Officer, based on his or her role, and the discretion of the Compensation Committee.
Typically, threebase salaries paid to five performance objectives are selected for each Named Executive Officer that are intended to reward achievements in his or her functional area or which represent our corporate business goals for the year. The performance objectives for our Named Executive Officers in 2020 are determined by our CEO after consultation with each Named set forth in the “2020 Summary Compensation Table” below.
Executive Officer and then presented by our CEO for approval byIncentive Program (“EIP”)
In 2020, the Compensation Committee except thatadopted the performance objectivesEIP to replace our prior cash bonus programs for our CEO are selectedExecutive Officers, the Annual Incentive Program and the Annual Company Performance Bonus Program. The EIP is intended to promote company performance (and, thereby, increase stockholder value) by providing our Named Executive Officers with the opportunity to earn cash payouts based on their level of attainment of three key pre-established corporate financial and operational objectives. For 2020, these key corporate objectives, which were set during the first quarter of the year, were:
non-GAAP organic revenue growth (excluding any acquisitions or dispositions by NI) (“Revenue Growth”);
non-GAAP operating margin levels based on organic results (“Operating Margin”); and
key employee retention (that is, retention of 95% of high performance/high impact identified employees from a talent review data file at December 31, 2020).
After selecting these key corporate objectives, except as noted below, the Compensation Committee, and approved byin the case of Mr. Starkloff, the independent members of our Board, based on the Board.
The amountrecommendations of the bonus for a Named Executive Officer which is allocated to each specific objective is approved each year by the Compensation Committee, except thatset: (1) the performanceweighting of the key corporate financial and operational objectives for our CEO are selected byeach Executive Officer, (2) the Compensation Committee and approved by the independent members of the Board.
The range of payouts under the AIP is 0% to 200% with a 50% payout if the minimum threshold performance level for a specific objective is achieved. The weighting and performance levels“target” cash incentive bonus opportunity for each Executive Officer, expressed as a percentage of thesehis or her base salary, and (3) the different EIP payout levels based on our actual performance for each key corporate financial and operational objective, expressed as a percentage of payout which increased or decreased with company performance.
For each of Mr. Starkloff, Ms. Rapp, Mr. Rust, and Ms. Pineyro Sublett, the key corporate financial and operational objectives in 2019 were weighted as follows:
​
Performance
Goal
​​
Weighting
​​
—%
​​
50%
​​
75%
​​
100%
​​
125%
​​
150%
​​
175%
​​
200%
​​
2019
Actual
​​
2019
Goal
Payout
​
​
Revenue Growth
​​
50% for
Davern,
Starkloff and
Rust; 40% for
Rapp and
Roiko
​​
<4%
​​
4.0%
​​
5.0%
​​
6.0%
​​
7.0%
​​
8.0%
​​
9.0%
​​
10.0%
​​
—%
​​
—%
​
​
Non-GAAP Operating Margin
​​
40%
​​
<18.3%
​​
18.3%
​​
18.8%
​​
19.3%
​​
19.5%
​​
19.7%
​​
20%
​​
20.2%
​​
18.6%
​​
50%
​
​
Key Employee Retention
​​
10%
​​
<94%
​​
94%
​​
94.5%
​​
95%
​​
95.5%
​​
96%
​​
96.5%
​​
97%
​​
94.5%
​​
75%
​
​
Operating Expense Budget
​​
10% for Rapp
and Roiko
​​
​​
​​
​​
$842 million
​​
​​
​​
​​
​​
$795 million
​​
100%
​
As indicated in the table above, for Messrs. Davern, Starkloff and Rust, 50% of any payout under the AIP iswas dependent on achieving revenue growth,pre-established Revenue Growth, 40% of any such payout iswas dependent on non-GAAP operating marginachieving pre-established Operating Margin, and 10% of any payout was dependent on achieving our key employee retention figures. For Mr. Green, the key corporate financial and operational objectives were weighted as follows: 60% of any payout was dependent on achieving pre-established Revenue Growth, 30% of any payout was dependent on achieving pre-established Operating Margin, and 10% of any such payout iswas dependent on key employee retention. Based on achieving 50% of the performance goal for non-GAAP operating margin and 75% ofour key employee retention goals, these Named Executive Officers achieved a weighted average payout percentage of 27.5% of the total goal in 2019. The revenue growth goal was not met resulting in our Named Executive Officers receiving no payout for the revenue growth performance goal in 2019.figures.
For Ms. Rapp and Mr. Roiko, 40% of any payout under the AIP is dependent on achieving revenue growth targets, 40% of any such payout is dependent on non-GAAP operating margin,10% of any such payout is dependent on achieving operating expense budget, and 10% of any such payout is dependent on key employee retention. Based on achieving 50% of the performance goal for non-GAAP operating margin, 75% of key employee retention and 100% of operating expense budget goals, these Named Executive Officers achieved a weighted average payout percentage of 37.5% of the total goal in 2019. The revenue growth goal was not met resulting in our Named Executive Officers receiving no payout for the revenue growth performance goal in 2019.
With respect to our Named Executive Officers, followingAfter the end of the fiscal year, the payout amount for the actual level of achievement of each key corporate financial and operational objective was determined by the Compensation Committee determined whether the AIP performance objectives offor each Named Executive Officer had been attained andOfficer. The Compensation Committee then approved the paymentEIP payout amount for each Executive Officer, other than our President and CEO, and provided a recommendation to the independent members of our Board on the EIP payout amount for our President and CEO for their consideration and approval.
The 2020 EIP payout levels were initially set from 0% to 200% (based on company performance). However, due to the economic impact of the annual incentive bonus based upon the achievement level of such objectives, subject to its discretion. Under the AIP,COVID-19 pandemic on our business these payout levels were revised in July by the Compensation Committee hasafter consultation with its independent compensation consultant. The Compensation Committee added two lower payout levels of 25% and 40%, while reducing the maximum payout level to 150% (thereby eliminating the payout levels of 175% and 200%). The Compensation Committee determined that these revisions were necessary to ensure that if we were able to achieve meaningful financial and operational results for the year, we would be able to reward our top leaders for their significant efforts to manage the unprecedented disruption to our business caused by the COVID-19 pandemic.
While the EIP gave the Compensation Committee the discretion to pay alladd or only a portioneliminate the range of an annual incentive bonus to an executive officer even if he or shepayout levels as previously described, it did not meet a particular objective, ifgive either the Compensation Committee, believed that suchor the independent members of our Board, the discretion to modify the bonus payment was appropriate to achieve the objectivesamount an Executive Officer would receive upon achieving a particular company performance level for any of the plan. However,key corporate financial and operational objectives (e.g., 4% Revenue Growth equals 50% payout for 2019, nomeeting this key objective). That is, once an objective was attained for a specific level of company performance, the corresponding payout level was to be made at that specified percentage.
 
​​
3329
​​

TABLE OF CONTENTS

discretion was exercised by the Compensation Committee with respectThe weighting and payout level percentages for each of these key corporate financial and operational objectives in 2020, prior to the payment of annual incentive bonusesmodification made due to our Named Executive Officers for achievement of their performance objectives and all payouts were based solely upon company results. The independent directorsthe economic impact of the Board of Directors approved the annual incentive bonus forCOVID-19 pandemic on our CEO.
For 2019, the 2019 AIP bonus attainment and the amount of AIP bonuses paid to our Named Executive Officersbusiness, were as follows:
​
Named Executive Officer
​
2019
AIP Target %
​
2019
AIP Target $
​
2019 AIP Bonus
Target
Attainment %
​
Amount of
AIP Bonus Paid $
​
Objective
​
Weighting
​​
Payout Level
​
Payout Levels Removed after
Modification for COVID-19
Impact
​
​
Alexander M. Davern
​
100%
​
$775,754
​
28%
​
td13,332
​​
—%
​
50%
​
75%
​
100%
​
125%
​
150%
​
175%
​
200%
​
​
Eric H. Starkloff
​
70%
​
​385,875
​
28%
​
​106,116
​
Non-GAAP Revenue Growth
​
50% other than
Mr. Green, which
was 60%
​
<4.0%
​
4.0%
​
5.0%
​
6.0%
​
7.0%
​
8.0%
​​
9.0%
​
10.0%
​
​
Karen M. Rapp
​
50%
​
​206,719
​
38%
​
​77,520
​
Non-GAAP Operating Margin
​
40%, other than
Mr. Green, which
was 30%
​
<16.6%
​
16.6%
​
17.1%
​
17.6%
​
17.8%
​
18.0%
​​
18.3%
​
18.5%
​
​
Scott A. Rust
​
40%
​
​154,000
​
28%
​
​42,350
​
Key Employee Retention
​
10%
​
<94%
​
94%
​
94.5%
​
95%
​
95.5%
​
96%
​​
96.5%
​
97%
​
​
John C. Roiko
​
30%
​
​87,000
​
38%
​
​32,625
​
AnnualThe weighting and payout level percentages for each of these key corporate financial and operational objectives in 2020, as modified due to the economic impact of the COVID-19 pandemic on our business, were as follows:
​
Objective
​​
Weighting
​​
Payout Level
​​
 
​​
 
​
​
 
​​
Payout Levels Added after Modification
for COVID-19 Impact
​​
 
​​
 
​​
 
​​
 
​​
 
​​
2020
Actual
​​
2020
Objective
Payout
​
​
—%
​​
25%
​​
40%
​​
50%
​​
75%
​​
100%
​​
125%
​​
150%
​
​
Non-GAAP Revenue Growth
​​
50% other
than
Mr. Green,
which was
60%
​​
<-6.0%
​​
-6.0%
​​
0%
​​
4.0%
​​
5.0%
​​
6.0%
​​
7.0%
​​
8.0%
​​
-6.0%
​​
25%
​
​
Non-GAAP Operating Margin
​​
40%, other than
Mr. Green,
which was 30%
​​
<15.0%
​​
15.0%
​​
15.8%
​​
16.6%
​​
17.1%
​​
17.6%
​​
17.8%
​��
18.0%
​​
15.8%
​​
40%
​
​
Key Employee Retention
​​
10%
​​
—
​​
—
​​
—
​​
94%
​​
94.5%
​​
95%
​​
95.5%
​​
96%
​​
96%
​​
150%
​
The table above sets forth the 2020 actual results and the 2020 objective payout. For 2020, Company Performance Bonus Program
In 2019, we maintained the CPB under which substantially allperformance corresponded to a payout percentage of our regular full-time and part-time employees, including our Named Executive Officers, participated. To receive a payment under the CPB and in order to incentivize employees to achieve metrics25% for the year that we believe are important to our stockholders,Revenue Growth objective, 40% for the company must achieve pre-established target levelsOperating Margin objective, and 150% for revenue growth and profitability that are determined at the beginning of the year. For 2019, these target levels were year-over-year organic revenue growth of 10% and non-GAAP operating income as a percentage of revenue of 18%.
Payments under the CPB are based on a bonus payment percentage multiplied by a participant’s eligible earnings. For 2019:
“Eligible earnings” included base salary, overtime pay and commissions, but excluded bonuses, equity awards, relocation payments and previous cash performance bonus payments; andkey employee retention objective.
The “bonus payment percentage” foractual EIP bonus paid to each of our Named Executive Officers was determinedcalculated by multiplying 25% by: (i) our year-over-year organic revenue growth bonusthe aggregate weighted 2020 EIP attainment percentage dividedbelow by the 2020 EIP target revenue growth of 10% and (ii) our non-GAAP operating income as a percentage of revenue (limited by a cap) dividedamount (which is equal to the Executive Officer’s annual base salary multiplied by the target non-GAAP operating income as a percentageEIP Target Percentage). Company performance for all key objectives, resulted in 2020 weighted EIP attainment percentages of revenue43.5% for each of 18%. Expressed as a formula,Mr. Starkloff, Ms. Rapp, and Mr. Rust, and 42% for Mr. Green. For 2020, the EIP bonus payment percentage forpaid to each of our Named Executive Officers was as follows:
Calendar Year Organic
Revenue Growth
​​
X
​​
Calendar Year Non-GAAP
Operating Income%
(not to exceed 20%
for payout purposes)
​​
X
​​
25%
​​
=
​​
Bonus Payment Percentage
10%
​​
 
​​
18%
​​
 
​​
 
​​
 
​​
 
For 2019,is set forth in accordance with the foregoing formula, our Named Executive Officers did not receive individual payments under the CPB.table below.
​
Named Executive Officer
​​
2020 EIP Target
Percentage
​​
2020 EIP Target
Amount
​​
2020 Weighted
Attainment
Percentage
​​
2020
EIP Bonus Paid
​
​
Eric H. Starkloff
​​
135%
​​
$945,000
​​
43.5%
​​
$411,075
​
​
Karen M. Rapp
​​
80%
​​
367,133
​​
43.5%
​​
159,703
​
​
Jason E. Green
​​
80%
​​
460,000
​​
42%
​​
193,200
​
​
Scott A. Rust
​​
65%
​​
260,260
​​
43.5%
​​
113,213
​
​
Carla Pineyro Sublett (1)
​​
72.5%
​​
312,903
​​
43.5%
​​
—
​
​
Alexander M. Davern (2)
​​
—
​​
—
​​
—
​​
—
​
(1)
Ms. Pineyro Sublett resigned effective February 1, 2021, and was not eligible to receive a bonus under the EIP. Ms. Pineyro Sublett’s 2020 EIP target percentage was based on a 65% EIP target percentage for the first half of 2020 and an 80% EIP target percentage for the second half of 2020, due to increased responsibilities and a title change for the latter half of 2020. Ms. Pineyro Sublett’s 2020 EIP Target Amount is the result of the prorated bonus amount and salary amount for the first and second half of 2020.
​​
30
​​

TABLE OF CONTENTS

(2)
Mr. Davern ceased to be our CEO, effective as of January 31, 2020, and did not participate in the EIP or any other Executive Officer bonus program for 2020.
Long-Term Incentive Compensation
We believe that LTIlong-term incentive compensation in the form of equity awards is a critical element of our executive compensation program. The equity awards provide strong alignment between the interests of our Named Executive Officers and our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for our stockholders. Equity awards also help us retain qualified executive officersExecutive Officers in a competitive market.
LTILong-term incentive compensation opportunities in the form of equity awards are granted pursuant to the applicable equity incentive plan by the Compensation Committee, typically at a meeting of the Compensation Committee held during the first quarter of the year. In 2020, awards granted prior to our 2020 Annual Meeting of Stockholders and were granted from the 2015 Equity Incentive Plan. The amount and forms of such equity awards are determined by the Compensation Committee after considering discussions with our
​​
34
​​

TABLE OF CONTENTS

an analysis prepared by its independent compensation consultant, the factors described in “Compensation Discussion and Analysis—Analysis — Compensation-Setting Process” above and the retention power on each Named Executive Officer as determined by his or her current unvested equity holdings, and the non-equity incentive plan compensation received by him or her.holdings. The amounts of the equity awards are also intended to provide competitively-sized awards and resulting target total direct compensation opportunities within a competitive range of the market median relative to our compensation peer group and Radford survey data for similar roles and positions for each of our Named Executive Officers, taking into consideration business results, total and equity compensation relative to other peer-group executives, experience, and individual performance.
In 2019, in response to feedback received from our stockholders, the Compensation Committee addedbegan granting PRSUs representing 50% of the equity award value assuming the value per unit is equal tounder our stock price on the grant date, to our LTIlong-term incentive program for our Named Executive Officers, while the other 50% of theirthe equity award value consisted of RSUs.
The following table shows the target number of shares for the PRSUsof our common stock pursuant to PRSU awards granted to each of our Named Executive Officers in 2019:2020:
​
Named Executive Officer
​
Target PRSUs
​
Target Grant Date
Fair Value (1)
​
Named Executive Officer
​
Target PRSUs
​
Target Grant Date
Fair Value(1)
​
​
Alexander M. Davern (2)
​
53,000
​
$2,997,309
​
Eric H. Starkloff (2)
​
100,471
​
$6,067,439
​
​
Eric H. Starkloff (3)
​
16,625
​
​975,274
​
Karen M. Rapp (3)
​
15,657
​
976,997
​
​
Karen M. Rapp (3)
​
13,006
​
​762,972
​
Jason E. Green (3)
​
11,184
​
697,882
​
​
Scott A. Rust (3)
​
8,482
​
​497,580
​
Scott A. Rust (3)
​
8,947
​
558,293
​
​
John C. Roiko (3)
​
1,696
​
​99,493
​
Carla Pineyro Sublett (3)
​
8,388
​
523,411
​
​
Alexander M. Davern (4)
​
—
​
—
​
(1)
The fair values of the PRSUs arewere estimated using a Monte Carlo simulation.simulation model. The determination of fair value of the PRSUs is affected by our stock price and a number of assumptions including the expected volatility, expected dividend yield and the risk-free interest rate. Our expected volatility at the date of grant was based on the historical volatilities of our common stock and the companies included in the Index over the performance period.
(2)
GrantMr. Starkloff’s PRSU awards were made pursuant to the Starkloff Executive Employment Agreement, dated October 28, 2019, and include a one-time promotional award of 75,000 PRSUs granted on February 1, 2020 with an aggregate grant date fair value is basedof $4,671,750, and an award of 25,471 PRSUs granted on theApril 29, 2020 with an aggregate grant date fair value of February 1, 2019. On October 29, 2019, we announced that Mr. Davern would remain as our CEO until January 31, 2020, and then transition from his service as our CEO into a strategic advisory role until May 5, 2020 (the “Termination Date”). Pursuant to Mr. Davern’s Transition Agreement, all of Mr. Davern's PRSUs will be forfeited as of the Termination Date.$1,395,689.
(3)
Grant date fair value is based on the grant date of February 19, 2020.
(4)
Mr. Davern ceased to be our CEO, effective as of January 22, 2019.31, 2020, and did not participate in any long-term incentive program for our Executive Officers in 2020.
The 20192020 PRSUs were granted on February 1, 2020 and April 29, 2020 for Mr. Starkloff, pursuant to the Starkloff Executive Employment Agreement, and on February 19, 2020 for our other Named Executive Officers. At the end of the performance period, the 2020 PRSUs may be earned and eligible for vesting based on our total shareholder return defined previouslyTSR compared to the TSR of the Russell 2000 Index (the “Index”) over a three-year performance period that commenced on January 1, 2019,2020 and will end on December 31, 20212022 (using the average daily closing price of our common stock over a 30-day lookback period in each
​​
31
​​

TABLE OF CONTENTS

case). A linear calculation is performed between the stated percentiles to determine actual vesting of PRSUs at the end of the performance period. The number of shares of NIour common stock subject to the awards will be earned from 0% to 200% of the target number of shares based on our TSR compared to the Index as follows:
​
Payout Level
​​
TSR Percentile Rank Against
the Russell 2000 Index
​​
Payout Percentage of Target
Number of Shares
​
​
Maximum
​​
≥80th Percentile
​​
200%
​
​
Stretch
​​
65th Percentile
​​
150%
​
​
Target
​​
55th Percentile
​​
100%
​
​
Threshold
​​
25th Percentile
​​
50%
​
​
None
​​
<25th Percentile
​​
0%
​
​​
35
​​

TABLE OF CONTENTS

The following table shows the number of shares subjectof our common stock pursuant to the RSUsRSU awards granted to each of our Named Executive Officers in 2019:2020:
​
Named Executive Officer
​
RSUs
(number of shares)
​
Grant
Date Fair Value (1)
​
Named Executive Officer
​
RSUs
(number of shares)
​
Grant
Date Fair Value (1)
​
​
Alexander M. Davern (2)
​
53,000
​
$2,343,660
​
Eric H. Starkloff (2)
​
100,471
​
$4,347,241
​
​
Eric H. Starkloff
​
16,625
​
762,589
​
Karen M. Rapp
​
15,657
​
700,024
​
​
Karen M. Rapp
​
13,006
​
596,585
​
Jason E. Green
​
11,184
​
500,037
​
​
Scott A. Rust
​
8,482
​
389,069
​
Scott A. Rust
​
8,947
​
400,020
​
​
John C. Roiko
​
1,696
​
77,796
​
Carla Pineyro Sublett
​
8,388
​
375,027
​
​
Alexander M. Davern (3)
​
3,556
​
131,252
​
(1)
The fair values of RSUs are estimated using their marketthe closing price onof our common stock for the day immediately prior to the date of grant.
(2)
TheMr. Starkloff’s RSU awards were made pursuant to the Starkloff Executive Employment Agreement, dated October 28, 2019, and include a one-time promotional award of 75,000 RSUs granted on February 1, 2020, with a grant date fair value of Mr. Davern’s 2019 RSU grant, excluding forfeitures pursuant$3,347,250, calculated by using the closing price of our common stock for the day immediately prior to arrangements under the Transition Agreement as of October 28, 2019, was $723,464, based on NI’s closing stock price on such date of $40.95grant, which was $44.63 per share. Mr. Davern is expected to receive upon signingshare, and an award of his Separation Agreement (as defined in the Transition Agreement) in May25,471 RSUs granted on April 29, 2020, accelerated vesting of all outstanding equity awards subject solely to service-based vesting that would have vested from October 29, 2019 through May 5, 2021. Thewith a grant date fair value of Mr. Davern’s 2019 RSU grant, after such acceleration under$999,991, calculated by using the Separation Agreement asclosing price of October 28, 2019, was $1,410,359, based on our closingcommon stock price on suchfor the day immediately prior to the date of $40.95grant, which was $39.26 per share.
(3)
Mr. Davern ceased to be our CEO, effective as of January 31, 2020, and did not participate in the Executive Officer long-term incentive program for 2020. Amounts above include the number of RSUs he received for his service on the Board.
The 20192020 RSUs vest in equal annual installments over a three-year period, with the first installment vesting on the first anniversary of the date of grantMay 1, 2021, contingent upon the Named Executive Officer remaining continuously employed by us through each applicable vesting date.
The overall LTIlong-term incentive equity award value for our President and CEO and our other Named Executive Officers was determined after consideration of multiple factors as described in the “Compensation Discussion and Analysis—Analysis — Compensation–Setting Process” section of this Proxy Statement. Such factors include a competitive market assessment,analysis prepared by the Compensation Committee’s independent compensation consultant as well as the current retention incentive for each Named Executive Officer as determined by his or her current unvested equity holdings,holdings.
Of note, with respect to the PRSU awards previously granted in 2019 to our Named Executive Officers, these awards are being measured against the Index and the amount of non-equity incentive plan compensation received by him or her.their performance period ends on December 31, 2021.
The equity awards granted to our Named Executive Officers in 20192020 are set forth in the 20192020 “Summary Compensation Table” and the 20192020 “Grants of Plan-Based Awards” table below. With respect to equity granted to Mr. Starkloff pursuant to the Starkloff Executive Employment Agreement entered into on October 28, 2019 and the treatment of Mr. Davern's equity pursuant to Mr. Davern's Transition Agreement, please refer to “2019 Executive Compensation Highlights” above.
Health and Other Benefits
Our Named Executive Officers are eligible to receive an annual physical as well as the same employee benefits that are generally available to all our full-time employees, subject to the satisfaction of certain eligibility requirements. These benefits include flexible spending accounts, medical, dental and vision benefits, business travel insurance,
​​
32
​​

TABLE OF CONTENTS

employee assistance program, basic life insurance benefits, accidental death and dismemberment insurance policies, short-term and long-term disability insurance, and commuter benefits and reimbursement or payment for mobile phone coverage.benefits. In structuring these programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similar companies, compliant with applicable laws and affordable to employees.
We maintain a tax-qualified Section 401(k) retirement savings plan (the “Section 401(k) Plan”) that provides eligible employees, including our Named Executive Officers, with an opportunity to save for retirement on a tax-advantaged basis. In 2019,2020, we made matching contributions under the Section 401(k) Plan in an amount equal to 50% of the amount of the employee’sparticipant’s contribution up to 8% of the employee’sparticipant’s eligible compensation, after the employee's first year of service. All participants’ interests in the matching contributions vest immediately from the time of contribution. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The Section 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”). As a tax-qualified retirement plan, contributions to the Section 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed from the Section 401(k) Plan, and all contributions are deductible by us when made. The Section 401(k) Plan does not provide for purchases of NI common stock.
​​
36
​​

TABLE OF CONTENTS

We also maintain an employee stock purchase plan (the “ESPP”). The ESPP is generally intended to qualify as a tax-favored employee stock purchase plan under Section 423 of the Code. The ESPP permits eligible employees to purchase shares of NIour common stock at a 15% discount to the market price. Under this plan, a participant can invest a maximum amount equal to 15% of eligible compensation, provided that such amount cannot exceed $25,000 in any year.
In structuring these benefit programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similar companies.
Perquisites and Other Personal Benefits
We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our Named Executive Officers. During 2019,2020, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual.
In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.
Employment Arrangements and Post-Employment Compensation
On October 28, 2019,In 2020, we entered into the Starkloff Executive Employment Agreement,had a written executive employment agreement with our current President and CEO Mr. Starkloff, in connection with his appointment as CEO, effective February 1, 2020, and have written employment offer letterscompensation arrangements with certain of our other Named Executive Officers. In 2021 we entered into executive employment agreements with each of Ms. Rapp and Mr. Green. In filling each of our executive positions, we recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, in formulating these compensation packages, we were sensitive to the need to integrate new executive officersExecutive Officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. These arrangements provide for “at will” employment.
On February 1, 2020, Mr. Starkloff, our then President and Chief Operating Officer, became our President and Chief Executive Officer. The terms of Mr. Starkloff’s employment as President and Chief Operating Officer were governed by an offer letter, dated October 23, 2018. On October 28, 2019, in connection with Mr. Starkloff’s appointment as CEO, we entered into the Starkloff Executive Employment Agreement, which provided that Mr. Starkloff’s duties and compensation were to be effective February 1, 2020. On February 3, 2020, the Starkloff Executive Employment Agreement was amended to reflect the implementation of the Company’s EIP. The terms and conditions of employment of Mr. Starkloff as set forth in the Starkloff Executive Employment Agreement also contain post-employment compensation arrangements that provide Mr. Starkloff with certain protection in the event of his termination of employment in specified circumstances such as involuntarily termination without Cause (including death or Disability) or for resignation for Good Reason, including following a Change in Control (each as defined in the Starkloff Executive Employment Agreement). In addition, theThe Starkloff Executive Employment Agreement provides that in the event of a Change in Control, and if Mr. StarkloffStarkloff’s employment is terminated other than for Cause or he resigns for Good Reason within a limited period of time18 months after the Change in Control, Mr. Starkloff would be entitled to certain severance payments. These agreementspayments and benefits.
​​
33
​​

TABLE OF CONTENTS

Mr. Starkloff’s Executive Employment Agreement provides for “double-trigger” payments and benefits which means that payments and benefits will not become payable unless both events occur. See “Potential Payments Upon Termination or Change of Control” below for a further description.
On January 25, 2019, we entered into an offer letter with Carla Pineyro Sublett (the “Sublett Offer Letter”). Pursuant to the Sublett Offer Letter, in the event that we terminate her employment for any reason other than Cause or her death or Disability, or if she voluntarily resigns her employment for Good Reason (each as defined therein), and subject to the terms and conditions contained in the Sublett Offer Letter, Ms. Pineyro Sublett will receive certain severance payments and benefits including a lump-sum payment equal to 12 months of her base salary and on target earnings bonus in effect on the termination date; and health continuation coverage costs until the earliest of (i) the date that is 12 months following her termination date, (ii) the date when she is offered substantially equivalent health insurance coverage in connection with new employment, or (iii) the date upon which she ceases to be eligible for coverage under COBRA or other applicable law or policy governing such coverage.
In 2020, we did not have specific post-employment compensation arrangements in place with any of our other Named Executive Officers. However, the terms of Mr. Rust’s employment (the “Rust Agreement”) provide for acceleration of certain restricted stock unit awards in the event of termination of his service by NI without Cause or termination by him for Good Reason (each as defined in the Rust Agreement). Each of our Named Executive Officers have PRSU awards granted under our 2015 Incentive Plan with special vesting terms upon a change in control of NI as further described below.
On February 22, 2021, we entered into a written executive employment agreement with each of Karen Rapp and Jason Green (the “2021 Executive Employment Agreements”). The terms and conditions of employment of Ms. Rapp and Mr. Green as set forth in the 2021 Executive Employment Agreements contain post-employment compensation arrangements that provide these Executive Officers with certain protection in the event of their termination of employment in specified circumstances such as involuntarily termination without Cause or for resignation for Good Reason, including following a Change in Control (each as defined in the 2021 Executive Employment Agreements). Each of the Executive Officer’s 2021 Executive Employment Agreements provide that in the event of a Change in Control, and if the Executive Officers’ employment is terminated other than for Cause or if the Executive Officer resigns for Good Reason within 12 months after the Change in Control, each of these Executive Officers would be entitled to certain severance payments and benefits. The 2021 Executive Employment Agreements provide for “double-trigger” payments and benefits which means that payments and benefits will not become payable unless both events occur. See “Potential Payments Upon Termination or Change of Control” below for a further description.
The terms and conditions of employment for Mr. Davern, our prior CEO, were superseded by his Transition Agreement, pursuant to which Mr. Davern transitioned from his service as CEO on January 31, 2020 into a strategic advisory role whereby he is providing certain transition and advisory services through May 5, 2020 (the “Transition Period”).
During the Transition Period, Mr. Davern will receive his 2019 base salary and benefits. He was eligible to participate in the AIP and annual cash bonus performance program for 2019, but not for any period thereafter. If either NI terminates the employment of Mr. Davern without Cause (as defined in the Transition Agreement) or the parties mutually agree to terminate prior to May 5, 2020, Mr. Davern will receive a lump sum reflecting any remaining base salary that would have been received under the Transition Agreement, and, provided Mr. Davern signs his Separation Agreement, the benefits offered under the Separation Agreement. If Mr. Davern signs his Separation Agreement, Mr. Davern’s equity awards that are subject only to time-based vesting, and scheduled to vest prior to May 5, 2021, will vest upon signing. Mr. Davern's unvested PRSUs are forfeited as of the Termination Date pursuant to the Transition Agreement. Mr. Davern’s health continuation coverage costs will be paid through May 5, 2021.
We do not have specific post-employment compensation arrangements in place with any of our other Named Executive Officers. However, the terms of Mr. Rust’s employment provide for acceleration of certain restricted stock units in the event of his termination under certain circumstances. Each of our Named Executive Officers have PRSUs
​​
37
​​

TABLE OF CONTENTS

under our 2015 Incentive Plan with special vesting terms upon a change in control as further described below. For detailed descriptions of the employment arrangements we maintained with our Named Executive Officers for 20192020 and an analysis of the 2021 Executive Employment Agreements as well as an estimate of the potential payments and benefits payable under these arrangements, see “Potential Payments Upon Termination or Change of Control” below.
We believe that these protections were necessary to induce these individuals to accept and retain their positions. We also believe that these arrangements help maintain their continued focus and dedication to their assigned duties to maximize stockholder value. TheOur Compensation Committee (and with respect to Mr. Starkloff, our Board considered the recommendation of the Compensation Committee andand) reviewed the proposed terms of these arrangements and deemed it to be in the best interests of NI and its stockholders to approve the terms of such arrangements.
We do not use excise tax payments (or “gross-ups”) relating to a change in control of NI and have no such obligations in place with respect to any of our Named Executive Officers.
In addition, our equity compensation plans provide for the acceleration of vesting of outstanding and unvested equity awards in certain circumstances. Specifically, the 2005 Incentive Plan and the 2010 Incentive Plan provide that in the event of a change of control of NI, all outstanding and unvested restricted stock unit awards held by our employees, including our Named Executive Officers, will immediately vest in full. Further, under the 2015 Incentive Plan and the 2020 Incentive Plan, in the event of a change in control of NI, all outstanding and unvested equity awards will be treated as determined by the plan administrator, including that each award be assumed or substituted by the successor corporation; provided, however, that, in the event the successor corporation does not assume or substitute for the awards, the restriction period of any award of restricted stock or restricted stock unit award will immediately be accelerated and the restrictions will expire.
Notwithstanding the provisions of the 2015 Incentive Plan,expire, and, with respect to PRSUs, if a change of control occurs before the last day of theawards with performance-based vesting, all performance period, and such PRSUs are accelerated, rather thangoals or other vesting based on our TSR relative to the Index during the performance period, the number of PRSUs eligible to vestcriteria will equalbe deemed achieved at 100% of the target number of PRSUs.levels and all other terms and conditions met. The number of PRSUs so determined will be scheduled to vest in equal monthly installments following the change of control over the remainder of the original performance period.
​​
34
​​

TABLE OF CONTENTS

Following any assumption or substitution of such awards, if the employment of an employee is terminated without Cause (as defined in the 2015 Incentive Plan or 2020 Incentive Plan) within 24 months following the change in control of NI, then the vesting of such employee’s award will immediately accelerate and the restricted stock, RSU and PRSU awards will immediately become fully vested. There are no significant modifications to the change of control provisions in the proposed 2020 Incentive Plan compared to the 2015 Incentive Plan.
Other Compensation Policies
Equity Award Grant Policy
We do not have any program, plan or practice to time the grant of equity awards in coordination with the release of material non-public information. In addition, we do not time, nor do we plan to time, the release of material non-public information for the purposes of affecting the value of our executive compensation.
Stock Ownership Policy
We encourage our Named Executive Officers and members of our Board of Directors to hold a significant equity interest in NI. To that end, our Board initially adopted a Stock Ownership Policy, effective December 31, 2017 (the “2017 Policy”) to further align the interests of our Named Executive Officers and the non-employee members of our Board of Directors with the interests of our stockholders and to promote our commitment to good corporate governance. On October 23, 2019, theour Board determined to increase the stock ownership thresholds of our CEO and non-employee members of theour Board from three to six times his or her annual salary or annual retainer and adopted a new Stock Ownership Policy, effective December 31, 2019 (the “2019 Policy”). The guidelines established under our stock ownership policies are intended to take into account an individual’s needs for portfolio diversification, while maintaining an ownership interest at levels sufficient to assure our stockholders of leadership’s commitment to long-term value creation.
​​
38
​​

TABLE OF CONTENTS

Our 2017 Policy requires that:
our CEO hold shares of NI common stock having a value equal to at least three times his annual base salary;
our other Named Executive Officers hold shares of NI common stock having a value equal to at least two times his or her annual base salary; and
the non-employee members of our Board hold shares of NI common stock having a value equal to at least three times the amount of the annual retainer paid to such director for his or her service on our Board.
Our 2019 Policy requires that:
our CEO hold shares of NI common stock having a value equal to at least six times his annual base salary;
our other Named Executive Officers hold shares of NI common stock having a value equal to at least two times his or her annual base salary; and
the non-employee members of our Board hold shares of NI common stock having a value equal to at least six times the amount of the annual retainer paid to such director for his or her service on our Board.
Each of our stock ownership policies require that our President and CEO, our Named Executive Officers, and the non-employee members of our Board of Directors achieve the applicable levels of ownership within five years after the later of (i) the effective date of the applicable policy, or (ii) the date of his or her appointment. The 2017 Policy continues to apply for those Named Executive Officers and non-employee directorsmembers of our Board who were subject to the 2017 Policy as of December 31, 2019, and such Named Executive Officers and non-employee directorsmembers of our Board will continue to be required to achieve the applicable level of ownership set forth in the 2017 Policy in addition to the 2019 Policy. Stock ownership which qualifies under either the 2017 Policy or 2019 Policy will also qualify in determining stock ownership for the other policy.
Compensation Clawback Policy
Currently, we have not implemented a policy regarding retroactive adjustments to any cash or equity-based incentive compensation paid to our Named Executive Officers or other employees where the payments were predicated upon the achievement of financial results that were subsequently the subject of a financial restatement. We intend to adopt a clawback policy once the SEC adopts final rules implementing the requirement of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
​​
35
​​

TABLE OF CONTENTS

Derivative Trading, Short Sales, Margin Accounts and Hedging
Our Insider Trading Policy applies to all directors, officers, employees, consultants, contractors, agents or other service providers of NI. Pursuant to our Insider Trading Policy, we do not permit our executive officers or the non-employee membersshort sales of our Boardsecurities, or trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued by us) or purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Directors to sell short our securities.equity securities either granted by NI as part of compensation, or held, directly or indirectly by an individual.
In addition, we prohibit those persons subject to our executive officers and the non-employee members of our Board of Directorsquarterly blackout periods from holding our securities in a margin account. We further prohibitaccount or pledging our securities as collateral for any loan or as part of any other pledging transaction. Persons subject to our quarterly blackout periods include our executive officersleadership team and our non-employeetheir direct reports, certain members of our Board of Directors from purchasing or selling publicly-traded optionsthe accounting and other derivatives with respect to our securities, including for any hedging or similar transaction. Our Insider Trading Policy discourages, but does not prohibit, our other employees from engaging in anyfinance departments identified by their respective executive leadership team member as having specialized knowledge, certain members of the typessales department identified by their respective executive leadership team member as having specialized knowledge, all members of transactions described above.the legal department, persons who receive or have access to certain reports or systems, or otherwise have access to companywide monthly, quarterly, or annual financial results, and any additional employee otherwise notified in writing by the legal department.
Tax and Accounting Considerations
In designing our executive compensation program, the Compensation Committee considers the anticipated tax and accounting implications to NI and our executive officers.Executive Officers. While the Compensation Committee considers the applicable tax and accounting treatment of the elements of our executive compensation program, these factors are not dispositive in its decision making.
Deductibility of Executive Compensation
Section 162(m) of the Code imposes a limit on the deductibility for federal income tax purposes of any remuneration in excess of $1 million paid to our CEO, Chief Financial Officer, and each of the next three most highly-compensated executive officers of the company. The Tax Cuts and Jobs Act eliminated the exemption for the chief financial officer and for “performance-based compensation” beginning January 1, 2018. As a result, subject to certain limited exceptions arrangements that qualify as written binding contracts that were in effect on November 2, 2017 and which have not been subsequently materially modified, we expect that compensation paid to our Named Executive Officers in excess of $1 million
​​
39
​​

TABLE OF CONTENTS

generally will not be deductible. While the Compensation Committee has taken steps in the past to preserve tax deductibility under Section 162(m), it has retained and will continue to retain authority to approve compensation arrangements that may not be fully tax deductible by reason of Section 162(m).
Accounting for Stock-Based Compensation
The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officersExecutive Officers and other employees including FASB ASC Topic 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires NIus to record a compensation expense in itsour income statement for all equity awards granted to our executive officersExecutive Officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the Summary Compensation Table, even though recipients may never realize any value from their equity awards.
The fair values of PRSUs are estimated using a Monte Carlo simulation model. The determination of fair value of the PRSU is affected by our stock price and a number of assumptions including the expected volatility, expected dividend yield and the risk-free interest rate. Our expected volatility at the date of grant was based on the historical volatilities of our common stock and the companies included in the Index over the performance period.
​​
36
​​

TABLE OF CONTENTS

Compensation Committee Report*
The Compensation Committee of NI has reviewed and discussed the Compensation Discussion and Analysis required by Regulation S-K Item 402(b) with management and based upon such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Respectfully Submitted,
Duy-Loan T. Le, Chair
Dr. Gerhard P. Fettweis
Liam K. Griffin
Charles J. Roesslein
*
The foregoing Report of the Compensation Committee is not to be deemed to be “soliciting material” or to be “filed” with the Securities Exchange Commission or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent we specifically request that such information be treated as soliciting material or we specifically incorporate it by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
 
​​
4037
​​

TABLE OF CONTENTS

2020 Summary Compensation Table
The following table shows the total compensation earned by NI’sour Named Executive Officers during the years ended December 31, 2019,2020, December 31, 2018,2019, and December 31, 2017:2018:
​
Name and
Principal Position
​
Year
​
Salary
​
Bonus
(1)
​
Stock
Awards
(2)
​
Non-Equity
Incentive Plan
Compensation
(3)
​
All Other
Compensation
(4)
​
Total
​
Name and
Principal Position
​
Year
​
Salary
​
Bonus
(1)
​
Stock
Awards
(2)
​
Non-Equity
Incentive Plan
Compensation
(3)
​
All Other
Compensation
(4)
​
Total
​
​
Alexander M. Davern*
Chief Executive Officer
​​
2019
​
$775,754
​
td,000
​
$7,474,792 (5)
​
td13,332
​
td3,096
​
$8,487,974
​
Eric H. Starkloff (5),(6)
President and CEO
​​
2020
​
$629,271
​
$—
​
td0,414,680
​
$411,075
​
td0,608
​
td1,465,634
​
​
2018
​
​725,004
​
—
​
​2,213,100
​
​599,584
​
​11,208
​
​3,548,896
​​
2019
​
551,250
​
—
​
1,737,863
​
106,116
​
50,645
​
2,445,874
​
​
2017
​
​700,000
​
—
​
​6,364,500
​
​429,800
​
​11,208
​
​7,505,508
​​
2018
​
437,500
​
—
​
2,156,673
​
228,813
​
19,343
​
2,842,329
​
​
Eric H. Starkloff**
President and Chief Operating Officer
​​
2019
​
​551,250
​
—
​
​1,737,863
​
​106,116
​
​50,645
​
​2,445,874
​
Karen M. Rapp
Executive Vice President
and Chief Financial Officer
​​
2020
​
439,795
​
—
​
1,677,021
​
159,703
​
8,093
​
2,284,612
​
​
2018
​
​437,500
​
—
​
​2,156,673
​
​228,813
​
​19,343
​
​2,842,329
​​
2019
​
413,438
​
—
​
1,359,557
​
77,520
​
10,448
​
1,860,964
​
​
2017
​
​400,000
​
​1,000
​
​855,750
​
​171,804
​
​36,195
​
​1,464,749
​​
2018
​
393,750
​
—
​
983,600
​
176,006
​
5,002
​
1,558,358
​
​
Karen M. Rapp
Executive Vice President, Chief
Financial Officer and Treasurer
​​
2019
​
​413,438
​
—
​
​1,359,557
​
​77,520
​
​10,448
​
​1,860,964
​
Jason E. Green*
EVP & GM, Portfolio BU
and Chief Revenue
Officer
​
2020
​
551,042
​
100,284
​
1,197,918
​
193,200
​
10,110
​
2,052,554
​
​
2018
​
​393,750
​
—
​
​983,600
​
​176,006
​
​5,002
​
​1,558,358
​
Scott A. Rust
Senior Vice President,
Global Product
Research and
Development
​​
2020
​
383,717
​
1,000
​
958,313
​
113,213
​
11,760
​
1,468,003
​
​
2017
​
​241,587
​
—
​
​861,000
​
​80,546
​
​40,318
​
​1,223,450
​​
2019
​
385,000
​
—
​
886,650
​
42,350
​
11,160
​
1,325,160
​
​
Scott A. Rust
Senior Vice President, Global Product
Research and Development
​​
2019
​
​385,000
​
—
​
​886,650
​
​42,350
​
​11,160
​
​1,325,160
​​
2018
​
370,620
​
—
​
801,880
​
165,668
​
10,588
​
1,348,756
​
​
2018
​
​370,620
​
—
​
​801,880
​
​165,668
​
​10,588
​
​1,348,756
​
Carla Pineyro Sublett *
Senior Vice President
and General Manager,
Portfolio Business Unit
and Chief Marketing
Officer
​
2020
​
412,479
​
150,000
​
898,439
​
100,000
​
8,860
​
1,569,778
​
​
2017
​
​355,000
​
—
​
​684,600
​
​125,670
​
​32,799
​
​1,198,069
​
Alexander M. Davern ** (7),(8),(9)
Former Chief Executive
Officer
​​
2020
​
306,767
​
—
​
131,252
​
—
​
23,749
​
461,768
​
​
John C. Roiko
Vice President, Finance and Chief
Accounting Officer
​​
2019
​
​290,000
​
—
​
​177,288
​
​32,625
​
​9,543
​
​509,457
​​
2019
​
775,754
​
1,000
​
7,474,792
​
213,332
​
23,096
​
8,487,974
​
​
2018
​
​277,380
​
​1,000
​
​149,704
​
​71,286
​
​9,364
​
​508,735
​​
2018
​
725,004
​
—
​
2,213,100
​
599,584
​
11,208
​
3,548,896
​
​
2017
​
​268,000
​
—
​
​136,920
​
​50,652
​
​59,226
​
​514,798
​
*
On October 29, 2019, NI announced that Mr. Davern would remain as CEO of NI untilGreen and Ms. Pineyro Sublett became Named Executive Officers in January 31, 2020, and then transition into a strategic advisory role until May 5, 2020.
**
On October 29, 2019, NI announced that Mr. Starkloff was appointed asDavern ceased to be our CEO, effective February 1,as of January 31, 2020, and continues to serve on our Board. For 2020, Mr. Davern’s compensation set forth above includes any amounts he received for his service as President. Mr. Starkloff's base salary increased to $700,000 effective as of February 1, 2020. Mr. Starkloff was promoted to President and Chief Operating Officer in October 2018 and received a salary increase at that time. Mr. Starkloff’s salary shown for 2018 above is pro-rated based upon the number of days during the year the increased salary was in effect.director.
(1)
These amounts reflect cash paymentsIn 2020, Mr. Green received a service award of $284 and a $100,000 transition payment as the Compensation Committee approved transferring Mr. Green from a sales-based incentive compensation plan to the EIP. This payment was intended to compensate Mr. Green for the short-term negative impact on his compensation caused by his being transferred to the EIP. In 2020, Mr. Rust received a service award of $1,000. All employees, including executives, are eligible under NI’s service award program underpursuant to which all employees including executives, are eligible tomay receive awards based on the number of years of continued employment with NI. Awards under thisthe service award program have historically been in the range of $100 to $1,000 per award, with employees receiving $100 in cash at their 5th anniversary of service with NI and $1,000 in cash at their 10th, 15th, 20th and 25th anniversaries of service with NI. In 2020, Ms. Pineyro Sublett received $150,000 as a signing bonus pursuant to the Sublett Offer Letter. In 2019, Mr. Davern received a service award of $1,000.
​​
41
​​

TABLE OF CONTENTS

(2)
The amounts included in the table for stock awards is the dollar amount recognized for financial statement reporting purposes with respect to the applicable fiscal year in accordance with FASB ASC Topic 718. These dollar amounts reflect NI’s accounting expense for these stock awards and may not correspond to the actual value that will be recognized by the Named Executive Officers. The dollar amount recognized for financial statement reporting purposes isrepresent the aggregate grant date fair value whichof awards made each fiscal year, as computed in accordance with FASB ASC 718. The grant date fair value for time-based RSUs is expensed monthlymeasured in accordance with FASB ASC 718 and based on the estimated vesting periodclosing price of NI’s common stock preceding the date of grant. The grant date fair value for PRSUs is calculated using a Monte-Carlo model for each award on the date of grant, as determined under FASB ASC 718, based on the probable outcome of the corresponding grant. The estimated vesting periodperformance condition as of grants of RSUs to Named Executive Officers ranges from 36 months to 108 months.the grant date. The fair values of target PRSUs atvalue for each award may differ based on the grant date are estimated using a Monte Carlo simulation. The determination of fair value of PRSUs is affected by our stock priceapplicable data, assumptions, and a number of assumptions includingestimates used in the expected volatility, expected dividend yield and the risk-free interest rate.model. Our expected volatility at the date of grant was based on the historical volatilities of our common stock and the companies included in the Index over the performance period. Although the assumed probable outcome as of the grant date was achievement at the target level, the terms of the awards for PRSUs also provide for achievement of up to 200% of the target amount (the “maximum”). See Note 5 below for additional information regarding Mr. Davern's equity awards. The table below presents the aggregate grant date fair value of stock awards for the periods presented assuming achievement at the maximum level for PRSUs:
​
Name and
Principal Position
​​
Year
​​
RSU Award
​​
PRSU Award at
Maximum Level
​​
Total
​
​
Alexander M. Davern
Chief Executive Officer
​​
2019
​​
$2,343,660
​​
$4,687,320
​​
$7,030,980
​
​
2018
​​
​2,213,100
​​
—
��​
​2,213,100
​
​
2017
​​
​6,364,500
​​
—
​​
​6,364,500
​
​
Eric H. Starkloff
President and Chief Operating Officer
​​
2019
​​
​762,589
​​
​1,525,178
​​
​2,287,767
​
​
2018
​​
​2,156,673
​​
—
​​
​2,156,673
​
​
2017
​​
​855,750
​​
—
​​
​855,750
​
​
Karen M. Rapp
Executive Vice President, Chief Financial Officer and Treasurer
​​
2019
​​
​596,585
​​
​1,193,170
​​
​1,789,755
​
​
2018
​​
​983,600
​​
—
​​
​983,600
​
​
2017
​​
​861,000
​​
—
​​
​861,000
​
​
Scott A. Rust
Senior Vice President, Global Product Research and Development
​​
2019
​​
​389,069
​​
​778,139
​​
​1,167,208
​
​
2018
​​
​801,880
​​
—
​​
​801,880
​
​
2017
​​
​684,600
​​
—
​​
​684,600
​
​
John C. Roiko
Vice President, Finance and Chief Accounting Officer
​​
2019
​​
​77,796
​​
​155,591
​​
​233,387
​
​
2018
​​
​149,704
​​
—
​​
​149,704
​
​
2017
​​
​136,920
​​
—
​​
​136,920
​
(3)
These amounts reflect the sum of the amounts earned by Named Executives Officers under the CPB and AIP for 2019, 2018 and 2017, as shown in the table below:
​
Named Executive Officer
​​
Year
​​
CPB
​​
AIP
​​
Total
​
​
Alexander M. Davern
​​
2019
​​
$—
​​
$  213,332
​​
$  213,332
​
​
2018
​​
​48,581
​​
551,003
​​
599,584
​
​
2017
​​
​37,800
​​
392,000
​​
429,800
​
​
Eric H. Starkloff
​​
2019
​​
​—
​​
106,116
​​
106,116
​
​
2018
​​
​29,313
​​
199,500
​​
228,813
​
​
2017
​​
​21,804
​​
150,000
​​
171,804
​
​
Karen M. Rapp
​​
2019
​​
​—
​​
77,520
​​
77,520
​
​
2018
​​
​26,381
​​
149,625
​​
176,006
​
​
2017
​​
​13,046
​​
67,500
​​
80,546
​
​
Scott A. Rust
​​
2019
​​
​—
​​
42,350
​​
42,350
​
​
2018
​​
​24,832
​​
140,836
​​
165,668
​
​
2017
​​
​19,170
​​
106,500
​​
125,670
​
​
John C. Roiko
​​
2019
​​
​—
​​
32,625
​​
32,625
​
​
2018
​​
​18,584
​​
52,702
​​
71,286
​
​
2017
​​
​14,472
​​
36,180
​​
50,652
​
 
​​
4238
​​

TABLE OF CONTENTS

PRSUs also provide for achievement of up to 200% of the target amount (the “maximum”). See Note 9 below for additional information regarding Mr. Davern's equity awards for 2019.
(3)
Other than for Ms. Pineyro Sublett, these amounts reflect the sum of the amounts earned by Named Executives Officers pursuant to the EIP for 2020, and for 2019 and 2018, these amounts reflect the sum of the amounts earned by Named Executives Officers pursuant to our previous cash bonus programs, the Annual Company Performance Bonus Program and the Annual Incentive Program. In 2020, Ms. Pineyro Sublett was not eligible to receive a bonus under the EIP; however, Ms. Pineyro Sublett received a $100,000 performance bonus, which was the maximum amount attainable for achieving a predetermined target related to revenue results of our portfolio business unit. Ms. Pineyro Sublett’s goal for that business unit was set in proportion to the company-level goal for revenue. The revenue goal for the business unit was designed to be challenging to meet at targeted performance, with the maximum amount attainable only under circumstances indicating extraordinary performance.
(4)
These amounts represent NI contributions to the Section 401(k) Plan on behalf of the Named Executive Officers, the full dollar value of premiums paid by NI for term life insurance on behalf of the Named Executive Officers for 2020, 2019, 2018 and 2017,2018, and certain other payments in the amounts shown below:
​
Named Executive Officer
​​
Year
​​
NI
Contributions
to 401(k)
Plan
​​
Term Life
Insurance
Premium Paid
by NI for
Benefit of the
Insured
​​
Other *
​​
Total
​
​
Alexander M. Davern
​​
2019
​​
$10,800
​​
$360
​​
$11,936
​​
$23,096
​
​
2018
​​
10,800
​​
408
​​
—
​​
11,208
​
​
2017
​​
10,800
​​
408
​​
—
​​
11,208
​
​
Eric H. Starkloff
​​
2019
​​
8,748
​​
360
​​
41,537
​​
50,645
​
​
2018
​​
8,748
​​
408
​​
10,187
​​
19,343
​
​
2017
​​
8,748
​​
408
​​
27,039
​​
37,195
​
​
Karen M. Rapp
​​
2019
​​
10,088
​​
360
​​
—
​​
10,448
​
​
2018
​​
4,594
​​
408
​​
—
​​
5,002
​
​
2017
​​
—
​​
318
​​
40,000
​​
40,318
​
​
Scott A. Rust
​​
2019
​​
10,800
​​
360
​​
—
​​
11,160
​
​
2018
​​
10,180
​​
408
​​
—
​​
10,588
​
​
2017
​​
8,640
​​
408
​​
23,751
​​
32,799
​
​
John C. Roiko
​​
2019
​​
9,183
​​
360
​​
—
​​
9,543
​
​
2018
​​
8,956
​​
408
​​
—
​​
9,364
​
​
2017
​​
8,818
​​
408
​​
50,000
​​
59,226
​
Other than the foregoing, for 2019, 2018 and 2017, NI did not provide its Named Executive Officers with any form of compensation that would be reportable under Item 402(c)(2)(ix) of Regulation S-K. NI does not pay or accrue cash dividends on unvested RSUs.
​
Named Executive Officer
​​
Year
​​
NI
Contributions
to 401(k)
Plan
​​
Term Life
Insurance
Premium Paid
by NI for
Benefit of the
Insured
​​
Other *
​​
Total
​
​
Eric H. Starkloff
​​
2020
​​
$8,748
​​
$360
​​
$1,500
​​
$10,608
​
​
2019
​​
8,748
​​
360
​​
41,537
​​
50,645
​
​
2018
​​
8,748
​​
408
​​
10,187
​​
19,343
​
​
Karen M. Rapp
​​
2020
​​
7,733
​​
360
​​
—
​​
8,093
​
​
2019
​​
10,088
​​
360
​​
—
​​
10,448
​
​
2018
​​
4,594
​​
408
​​
—
​​
5,002
​
​
Jason E. Green
​​
2020
​​
9,750
​​
360
​​
—
​​
10,110
​
​
Scott A. Rust
​​
2020
​​
11,400
​​
360
​​
—
​​
11,760
​
​
2019
​​
10,800
​​
360
​​
—
​​
11,160
​
​
2018
​​
10,180
​​
408
​​
—
​​
10,588
​
​
Carla Pineyro Sublett
​​
2020
​​
8,500
​​
360
​​
—
​​
8,860
​
​
Alexander M. Davern
​​
2020
​​
10,701
​​
360
​​
12,688
​​
23,749
​
​
2019
​​
10,800
​​
360
​​
11,936
​​
23,096
​
​
2018
​​
10,800
​​
408
​​
—
​​
11,208
​
*
For 2020, the dollar amounts listed in “Other” reflect fees and expenses paid related to contributions by NI to Mr. Starkloff’s health spending account and for Mr. Davern it includes payments for health insurance pursuant to his Separation Agreement. For 2019, the dollar amounts listed in “Other” reflect fees and expenses paid by NI related to the negotiation of Mr. Davern's Transition Agreement and Mr. Starkloff's Executive Employment Agreement and amounts paid by NI in connection with Mr. Starkloff’s participation in an incentive award trip. For 2018, the dollar amounts listed in “Other” reflect amounts paid by NI in connection with Mr. Starkloff’s participation in an incentive award trip. For 2017,Other than the dollar amounts listed in “Other” reflect amounts paid byforegoing, for 2020, 2019, and 2018, NI in connectiondid not provide its Named Executive Officers with Mr. Starkloff and Mr. Rust’s participation in an incentive award trip, a signing bonus paid to Ms. Rapp upon her employment as Chief Financial Officer and a bonus paid to Mr. Roiko as Interim Chief Financial Officer.any form of compensation that would be reportable under Item 402(c)(2)(ix) of Regulation S-K. NI does not pay or accrue cash dividends on unvested RSUs.
(5)
For Mr. Starkloff, pursuant to the Starkloff Executive Employment Agreement, Mr. Starkloff was appointed as our CEO, effective February 1, 2020, and continues to serve as our President. Mr. Starkloff's base salary increased to $700,000 at that time. In October 2018, Mr. Starkloff was promoted to President and Chief Operating Officer and received a base salary increase at that time. Mr. Starkloff’s base salary shown for 2020 and 2018 above is pro-rated based upon the number of days during the year the respective base salary increase was in effect.
(6)
For Mr. Starkloff, the amount reflected in the “Stock Awards” column above for 2020 includes a one-time promotional grant of 75,000 PRSUs and 75,000 RSUs, granted pursuant to the Starkloff Executive Employment Agreement, upon Mr. Starkloff becoming our CEO.
​​
39
​​

TABLE OF CONTENTS

(7)
For Mr. Davern, the amount reflected in the “Salary” column above for 2020 reflects $267,536 from Mr. Davern’s service as our Chief Executive Officer and service in his strategic advisory role until May 5, 2020, and $39,231 of such amount reflects fees earned or paid for service as director during 2020.
(8)
For Mr. Davern in 2020, the amount of $131,252 in the “Stock Awards” column relates to stock awards granted for service as a member of our Board during 2020.
(9)
The disclosed number in the “Stock Awards” column for 2019 for Mr. Davern reflects a calculation made pursuant to FASB ASC Topic 718, which requires disclosure of the combined value of Mr. Davern's Original Grant Value (defined below) and the incremental fair value of the unvested RSUs described below. Mr. Davern, our Chief Executive Officer during 2019 and the first month of 2020, was granted 53,000 RSUs and 53,000 PRSUs in February 2019 with an aggregate grant date fair value of $5,340,969 (“Original Grant Value”). On October 29, 2019, we announced that Mr. Davern would remain as CEO of NI until January 31, 2020, and then transition from his service as CEO of NI into a strategic advisory role until May 5, 2020. Pursuant to Mr. Davern’s Transition Agreement, effective October 28, 2019, all of Mr. Davern’s PRSUs arewere forfeited and Mr. Davern is expected to receivereceived upon signing of his Separation Agreement in May 2020, accelerated vesting of all outstanding equity awards subject solely to service-based vesting that would have vested from October 29, 2019 through May 5, 2021. All of Mr. Davern’s unvested RSUs subject to outstanding equity awards other than those subject to such accelerated vesting arewere forfeited as of the Termination Datehis termination date pursuant to histhe Transition Agreement. The amount included in the table for Mr. Davern’s stock awards in 2019 reflects the incremental fair value, computed in accordance with FASB ASC Topic 718, associated with the acceleration of such RSUs of $2,133,823, plus the Original Grant Value. Such amount does not deduct a value for RSUs or PRSUs forfeited by Mr. Davern upon signing of the Separation Agreement. The total aggregate grant date fair value of the forfeited RSUs and PRSUs is $5,161,310. Had the total aggregate fair value of the forfeited RSUs and PRSUs been deducted, the amount included in the table for stock awards would have been $2,313,482.
 
​​
4340
​​

TABLE OF CONTENTS

GRANTS OF PLAN-BASED AWARDS TABLE
FOR FISCAL YEAR ENDED DECEMBER 31, 20192020
​
Name
​
Grant
Date (1)
​​
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
​
Estimated Future Payouts Under
Equity Incentive Plan Awards:
Number of Shares of Stock or
Stock Units
​​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (5)
​
Aggregate
Grant Date
Fair Value of
Stock
Awards
​
Name
​
Grant
Date (1)
​​
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
​
Estimated Future Payouts Under
Equity Incentive Plan Awards
​​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (3)
​
Aggregate
Grant Date
Fair Value of
Stock
Awards
​
​
Threshold
(2)
​
Target
(3)
​
Maximum
(4)
​
Threshold
​
Target
​
Maximum
​​
Threshold (2)
​
Target
​
Maximum
​
Threshold
​
Target
​
Maximum
​
​
Alexander M. Davern
​
​
​
​
​
​
​
​
​
​
Eric H. Starkloff
​
​
​
​
​
​
​
​
​
​
​
Annual Incentive Program (AIP)
​
​
—
​
$775,754
​
$1,551,508
​
​
​
​
—
​
—
​
Executive Incentive Program (EIP)
​
​
$259,875
​
$945,000
​
$1,417,500
​
$—
​
$—
​
$—
​
—
​
$—
​
​
Annual Company Performance Bonus Program (CPB)
​
​
—
​
—
​
—
​
​
​
​
—
​
—
​
2015 Incentive Plan - Promotional RSUs
​
2/01/2020
​
—
​
—
​
—
​
—
​
—
​
—
​
75,000
​
3,347,250
​
​
2015 Incentive Plan - 2019 RSU Grant
​
2/1/2019
​
—
​
—
​
—
​
​
​
​
53,000
​
$2,343,660
​
2015 Incentive Plan - Promotional PRSUs
​
2/01/2020
​
—
​
—
​
—
​
37,500
​
75,000
​
150,000
​
—
​
4,671,750
​
​
2015 Incentive Plan - 2019 PRSU Grant
​
2/1/2019
​
—
​
—
​
—
​
26,500
​
53,000
​
106,000
​
53,000
​
​2,997,309
​
2015 Incentive Plan - RSUs
​
4/29/2020
​
—
​
—
​
—
​
—
​
—
​
—
​
25,471
​
999,991
​
​
RSU Modification (6)
​
​
​
​
​
​
​
​
52,108
​
​2,133,823
​
2015 Incentive Plan - PRSUs
​
4/29/2020
​
—
​
—
​
—
​
12,736
​
25,471
​
50,942
​
—
​
1,395,689
​
​
Eric H. Starkloff
​
​
​
​
​
​
​
​
​
​
Karen M. Rapp
​
​
​
​
​
​
​
​
​
​
​
Annual Incentive Program (AIP)
​
​
—
​
​385,875
​
​771,750
​
​
​
​
—
​
—
​
Executive Incentive Program (EIP)
​
​
100,962
​
367,133
​
550,699
​
—
​
—
​
—
​
—
​
—
​
​
Annual Company Performance Bonus Program (CPB)
​
​
—
​
—
​
—
​
​
​
​
—
​
—
​
2015 Incentive Plan - RSUs
​
2/19/2020
​
—
​
—
​
—
​
—
​
—
​
—
​
15,657
​
700,024
​
​
2015 Incentive Plan - RSUs
​
1/22/2019
​
—
​
—
​
—
​
​
​
​
16,625
​
​762,589
​
2015 Incentive Plan - PRSUs
​
2/19/2020
​
—
​
—
​
—
​
7,829
​
15,657
​
31,314
​
—
​
976,997
​
​
2015 Incentive Plan - PRSUs
​
1/22/2019
​
—
​
—
​
—
​
8,312.5
​
16,625
​
33,250
​
16,625
​
​975,274
​
Jason E. Green
​
​
​
​
​
​
​
​
​
​
​
Karen M. Rapp
​
​
​
​
​
​
​
​
​
​
Executive Incentive Program (EIP)
​
​
126,500
​
460,000
​
690,000
​
—
​
—
​
—
​
—
​
—
​
​
Annual Incentive Program (AIP)
​
​
—
​
​206,719
​
​392,766
​
​
​
​
—
​
—
​
2015 Incentive Plan - RSUs
​
2/19/2020
​
—
​
—
​
—
​
—
​
—
​
—
​
11,184
​
500,037
​
​
Annual Company Performance Bonus Program (CPB)
​
​
—
​
—
​
—
​
​
​
​
—
​
—
​
2015 Incentive Plan - PRSUs
​
2/19/2020
​
—
​
—
​
—
​
5,592
​
11,184
​
22,368
​
—
​
697,882
​
​
2015 Incentive Plan - RSUs
​
1/22/2019
​
—
​
—
​
—
​
​
​
​
13,006
​
​596,585
​
Scott A. Rust
​
​
​
​
​
​
​
​
​
​
​
2015 Incentive Plan - PRSUs
​
1/22/2019
​
—
​
—
​
—
​
6,503
​
13,006
​
26,012
​
13,006
​
​762,972
​
Executive Incentive Program (EIP)
​
​
71,572
​
260,260
​
390,390
​
—
​
—
​
—
​
—
​
—
​
​
Scott A. Rust
​
​
​
​
​
​
​
​
​
​
2015 Incentive Plan - RSUs
​
2/19/2020
​
—
​
—
​
—
​
—
​
—
​
—
​
8,947
​
400,020
​
​
Annual Incentive Program (AIP)
​
​
—
​
​154,000
​
​308,000
​
​
​
​
—
​
—
​
2015 Incentive Plan - PRSUs
​
2/19/2020
​
​
​
​
4,474
​
8,947
​
17,894
​
—
​
558,293
​
​
Annual Company Performance Bonus Program (CPB)
​
​
—
​
—
​
—
​
​
​
​
—
​
—
​
Carla Pineyro Sublett
​
​
​
​
​
​
​
​
​
​
​
2015 Incentive Plan - RSUs
​
1/22/2019
​
—
​
—
​
—
​
​
​
​
8,482
​
​389,069
​
Executive Incentive Program (EIP)
​
​
86,048
​
312,903
​
469,354
​
—
​
—
​
—
​
—
​
—
​
​
2015 Incentive Plan - PRSUs
​
1/22/2019
​
—
​
—
​
—
​
4,241
​
8,482
​
16,964
​
8,482
​
​497,580
​
2015 Incentive Plan - RSUs
​
2/19/2020
​
—
​
—
​
—
​
—
​
—
​
—
​
8,388
​
375,027
​
​
John C. Roiko
​
​
​
​
​
​
​
​
​
​
2015 Incentive Plan - PRSUs
​
2/19/2020
​
—
​
—
​
—
​
4,194
​
8,388
​
16,776
​
—
​
523,411
​
​
Annual Incentive Program (AIP)
​
​
—
​
​87,000
​
​165,300
​
​
​
​
—
​
—
​
Alexander M. Davern (4)
​
​
​
​
​
​
​
​
​
​
​
Annual Company Performance Bonus Program (CPB)
​
​
—
​
—
​
—
​
​
​
​
—
​
—
​
Executive Incentive Program (EIP)
​
​
—
​
—
​
—
​
—
​
—
​
—
​
—
​
—
​
​
2015 Incentive Plan - RSUs
​
1/22/2019
​
—
​
—
​
—
​
​
​
​
1,696
​
​77,796
​
2020 Incentive Plan - Director RSU Grant
​
—
​
—
​
—
​
—
​
—
​
—
​
—
​
3,556
​
131,252
​
​
2015 Incentive Plan - PRSUs
​
1/22/2019
​
—
​
—
​
—
​
848
​
1,696
​
3,392
​
1,696
​
​99,493
​
(1)
In accordance with Item 402(d)(2)(ii) of Regulation S-K, only grant dates for equity-based awards are reported in this table.
(2)
The AIPCompensation Committee set an original threshold amount of 50% at a 4% Revenue Growth, 50% at a 16.6% Operating Margin, and 50% for key employee retention for the CPB did not setEIP. However, the Compensation Committee modified this threshold amount mid-year due to the economic impact of the COVID-19 pandemic on our business, after consultation with its independent compensation consultant, and revised the threshold amount to 25% at a -6% Revenue Growth and 15% Operating Margin, while continuing the 50% threshold amount.amount for key employee retention, resulting in a 27.5% threshold as a percent of target for the EIP. See “Compensation Discussion and Analysis” for a more detailed description of these programs.the EIP and modifications related to the economic impact of the COVID-19 pandemic on our business.
(3)
The AIP and the CPB do not set target amounts. See “Compensation Discussion and Analysis” for a further description of these programs. In accordance with Instruction 2 to Item 402(d) of Regulation S-K, the amounts included under the “Target” column represent the amounts earned in the fiscal year ended December 31, 2019 by the named executive officer under the AIP and the CPB, as applicable.
(4)
The CPB does not set maximum amounts. See “Compensation Discussion and Analysis” for a further description of this program. The amounts set forth in the table above represent the maximum amounts that were achievable under the AIP for 2019.
(5)
For 2019,2020, the Named Executive Officer RSU grantsawards had three-year annual vesting with a vesting commencement date of May 1, 2019.2020.
(6)(4)
We granted these RSUs to Mr. Davern under our equity incentive plans between 2011 and 2019. Their vesting is expectedceased to be accelerated upon signing of the Separation Agreement in connection with Mr. Davern’s Transition Agreement, as described in Note (5) to the Summary Compensation Table. The Transition Agreement wasour CEO, effective as of October 28, 2019. The amount shownJanuary 31, 2020, and did not participate in the “Aggregate Grant Date Fair Valueany Executive Officer long-term incentive program for 2020. Mr. Davern received a grant of Stock Awards” column represents the incremental change in the grant3,556 RSUs on July 29, 2020, which vest over a one-year period with a vesting commencement date fair value under FASB ASC Topic 718 that resulted from the acceleration of vesting.May 1, 2020, for his service as a member of our Board.
 
​​
4441
​​

TABLE OF CONTENTS

Summary Compensation Table and Grants of Plan-Based Awards Table Discussion
The level of salary, bonus, and bonusnon-equity incentive plan compensation in proportion to total compensation ranged from approximately 12%9.1% to 57%42.2% for each of the Named Executive Officers in 2019.2020.
The terms of Mr. Davern’s and Mr. Starkloff’s employment include severance payments and payments that may be triggered by a change in control of NI. NoneThe terms of Ms. Pineyro Sublett’s offer letter include severance payments. During 2020, none of NI’s other employees havehad employment agreements, severance payment arrangements or other payment arrangements that would be triggered by a merger or other change in control of NI. However, the terms of Mr. Rust’s employment provide for the acceleration of certain restricted stock unitsunit awards in the event of his termination under certain circumstances. On February 22, 2021, Ms. Rapp and Mr. Green entered into executive employment agreements with NI which provide for severance payment arrangements that would be triggered by a merger or other change in control of NI. See “Potential Payments Upon Termination or Change of Control” for a more detailed discussion of such arrangements.
NI has not repriced or made any material modifications to any equity-based awards to its Named Executive Officers.
OUTSTANDING EQUITY AWARDS AT FISCAL 20192020 YEAR-END TABLE
​
 
​​
Stock Awards
​
​
Named Executive Officer
​​
Number of
shares or
units of
stock that
have not
vested (#) (1)
​​
Market value
of shares or
units of stock
that
have not
vested ($) (2)
​​
Equity
Incentive plan
awards;
number of
unearned
shares, units
or other rights
that have not
vested (#) (3)
​​
Equity
Incentive plan
awards:
market or
payout value
of unearned
shares, units
or other rights
that have not
vested ($) (4)
​
​
Alexander M. Davern
​​
163,624
​​
$6,927,840
​​
53,000
​​
$1,862,228
​
​
Eric H. Starkloff
​​
113,423
​​
​4,802,330
​​
16,625
​​
​605,938
​
​
Karen M. Rapp
​​
38,006
​​
​1,609,174
​​
13,006
​​
​474,035
​
​
Scott A. Rust
​​
55,589
​​
​2,353,638
​​
8,482
​​
​309,147
​
​
John C. Roiko
​​
13,875
​​
​587,468
​​
1,696
​​
​61,815
​
​
Named Executive Officer
​​
Stock Awards
​
​
Number of
Shares or
Units of
Stock That
Have Not
Vested (#) (1)
​​
Market Value
of Shares or
Units of Stock
That
Have Not
Vested ($) (2)
​​
Equity
Incentive Plan
Awards;
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested (#) (3)
​​
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($) (4)
​
​
Eric H. Starkloff
​​
162,917
​​
$7,158,573
​​
117,096
​​
$5,145,198
​
​
Karen M. Rapp
​​
39,327
​​
1,728,028
​​
28,663
​​
1,259,452
​
​
Jason E. Green
​​
47,509
​​
2,087,545
​​
11,184
​​
491,425
​
​
Scott A. Rust
​​
47,232
​​
2,075,374
​​
17,429
​​
765,830
​
​
Carla Pineyro Sublett
​​
30,888
​​
1,357,219
​​
8,388
​​
368,569
​
​
Alexander M. Davern
​​
3,556
​​
156,251
​​
—
​​
—
​
(1)
Reflects RSUs granted. The RSUs were granted under the 2010 Incentive Plan, and 2015 Incentive Plan.Plan and 2020 Incentive Plan for Mr. Davern. RSUs granted under the 2010 Incentive Plan and 2015 Incentive Plan prior to April 2016 vest as to 1/10th of the RSUs on each anniversary of the vesting commencement date, subject to acceleration of vesting in the event that NI achieves certain financial performance goals. The maximum amount of vesting acceleration is an additional 10% of the award per year. For grants made pursuant to the 2010 Incentive Plan, the number of RSUs that can have vesting acceleration each year is determined based upon the extent to which NI attainswe attain a 40% year over year revenue growthRevenue Growth and 18% non-GAAP operating profit as a percentpercentage of revenue. Specifically, if NI achieveswe achieve a 40% year over year revenue growthRevenue Growth and a 18% non-GAAP operating profit as a percentpercentage of revenue, then 10% of the total number of RSUs subject to the award shallwill accelerate. For grants made pursuant to the 2015 Incentive Plan prior to April 2016, the number of RSUs that can have vesting acceleration each year is determined based upon the extent to which NI attainswe attain 20% year over year revenue growthRevenue Growth and 18% non-GAAP operating profit as a percentpercentage of revenue. Specifically, if NI achieveswe achieve a 20% year-over-year revenue growthRevenue Growth and a 18% non-GAAP operating profit as a percentpercentage of revenue, then 10% of the total number of RSUs subject to the award shall accelerate.accelerates. The earliest an award eligible for acceleration may fully vest is in five years. RSUs granted under the 2010 Incentive Plan and 2015 Incentive Plan prior to April 2016 have a vesting term of ten years. RSUs granted underpursuant to the 2015 Incentive Plan from April 2016 to April 2018 vest as to 25% of the RSUs on each anniversary of the vesting commencement date. In October 2018, Mr. Starkloff received a 25,000 RSU award that will vestvested 100% on May 1, 2020. In 2019, RSUs for Named Executive Officers at that time were granted under the anniversary of the vesting commencement date. In January 20192015 Incentive Plan and thereafter RSUs vest as to 1/3rd of the RSUs on each anniversary of the vesting commencement date. TheseFor Mr. Green and Ms. Pineyro Sublett RSUs are subjectgranted in 2019 were granted under the 2015 Incentive Plan and vest as to 1/4th of the RSUs on each anniversary of the vesting commencement date. For RSUs granted in 2020, other than Mr. Davern’s grant for his service on the Board, these awards were granted pursuant to the continued service2015 Equity Incentive Plan and vest as to 1/3rd of the Named Executive OfficerRSUs on each such vesting date. Theanniversary of the vesting commencement dates for these awards are set forth in the table below.date. Upon becoming a non-employee member of our Board, Mr. Davern’s RSUs were granted
 
​​
4542
​​

TABLE OF CONTENTS

under our 2020 Incentive Plan and vest 100% on the one-year anniversary of the vesting commencement date. These RSUs are subject to the continued service of the Named Executive Officer on each such vesting date. The vesting commencement dates for these awards are set forth in the table below.
​
Named Executive Officer
​​
Number of
Shares or Units
of Stock That
Have Not
Vested
​​
Grant Date
​​
Vesting
Commencement
Date
​
​
Alexander M. DavernEric H. Starkloff
​​
53,00025,471
​​
4/29/2020
​​
5/1/2020
​
​
75,000
​​
2/1/2020
​​
2/1/2020
​
​
11,083
​​
1/22/2019
​​
5/1/2019
​
​
​​
33,75010,870
​​
4/25/2018
​​
5/1/2018
​
​
​​
25,0006,250
​​
4/25/2017
​​
5/1/2017
​
​
​​
—
​​
1/24/2017
​​
12/15/2017
​
​
​​
16,29513,795
​​
4/26/2016
​​
5/1/2016
​
​
​​
14,39711,897
​​
4/21/2015
​​
5/1/2015
​
​
​​
6,9485,488
​​
4/22/2014
​​
5/1/2014
​
​
​​
5,4151,957
​​
4/23/2013
​​
5/1/2013
​
​
​​
6,1271,088
​​
4/18/2012
​​
5/1/2012
​
​
​​
2,69258
​​
4/20/2011
​​
5/1/2011
​
​
Eric H. StarkloffKaren M. Rapp
​​
16,62515,657
​​
2/19/2020
​​
5/1/2020
​
​
8,670
​​
1/22/2019
​​
5/1/2019
​
​
​​
25,000
​​
10/23/2018
​​
5/1/2019
​
​
​​
16,30510,000
​​
4/25/2018
​​
5/1/2018
​
​
5,000
​​
12,5007/25/2017
​​
5/1/2017
​
​
Jason E. Green
​​
11,184
​​
2/19/2020
​​
5/1/2020
​
​
6,888
​​
2/20/2019
​​
5/1/2019
​
​
4,348
​​
4/25/2018
​​
5/1/2018
​
​
2,500
​​
4/25/2017
​​
5/1/2017
​
​
22,589
​​
16,2959/17/2015
​​
5/1/2015
​
​
Scott A. Rust
​​
8,947
​​
2/19/2020
​​
5/1/2020
​
​
5,654
​​
1/22/2019
​​
5/1/2019
​
​
8,152
​​
4/25/2018
​​
5/1/2018
​
​
5,000
​​
4/25/2017
​​
5/1/2017
​
​
8,276
​​
4/26/2016
​​
5/1/2016
​
​
​​
14,3977,139
​​
4/21/2015
​​
5/1/2015
​
​
​​
6,9481,816
​​
4/22/2014
​​
5/1/2014
​
​
​​
2,7071,175
​​
4/23/2013
​​
5/1/2013
​
​
​​
1,8381,015
​​
4/18/2012
​​
5/1/2012
​
​
​​
808
​​
4/20/2011
​​
5/1/2011
​
​
Karen M. Rapp
​​
13,006
​​
1/22/2019
​​
5/1/2019
​
​
​​
15,000
​​
4/25/2018
​​
5/1/2018
​
​
​​
10,000
​​
7/25/2017
​​
5/1/2017
​
​
Scott A. Rust
​​
8,482
​​
1/22/2019
​​
5/1/2019
​
​
​​
12,228
​​
4/25/2018
​​
5/1/2018
​
​
​​
10,000
​​
4/25/2017
​​
5/1/2017
​
​
​​
9,776
​​
4/26/2016
​​
5/1/2016
​
​
​​
8,639
​​
4/21/2015
​​
5/1/2015
​
​
​​
2,316
​​
4/22/2014
​​
5/1/2014
​
​
​​
1,625
​​
4/23/2013
​​
5/1/2013
​
​
​​
1,715
​​
4/18/2012
​​
5/1/2012
​
​
​​
80858
​​
4/20/2011
​​
5/1/2011
​
​
John C. RoikoCarla Pineyro Sublett
​​
1,6968,388
​​
2/19/2020
​​
5/1/22/2020
​
​
15,000
​​
4/23/2020
​​
5/1/2019
​
​
7,500
​​
2/20/2019
​​
5/1/2019
​
​
Alexander M. Davern*
​​
2,2833,556
​​
4/25/20187/29/2020
​​
5/1/20182020
​
​*
​​
2,000
​​
4/25/2017
​​
5/1/2017
​
​
​​
2,608
​​
4/26/2016
​​
5/1/2016
​
​
​​
2,303
​​
4/21/2015
​​
5/1/2015
​
​
​​
867
​​
4/23/2013
​​
5/1/2013
​
​
​​
1,471
​​
4/18/2012
​​
5/1/2012
​
​
​​
647
​​
4/20/2011
​​
5/1/2011
​Mr. Davern’s award was granted for his service as a member of our Board.
(2)
Calculated by multiplying the number of shares of RSUs by $42.34,$43.94, the closing market price of our Common Stockcommon stock on December 31, 2019.2020.
(3)
Reflects PRSU awards granted. The PRSU awardsPRSUs granted at target. PRSUs were madegranted under the 2015 Incentive Plan. As previously noted, Mr. Davern'sFor 2020 and 2019, our Named Executive Officers received the number of PRSU awards set forth below. Outstanding PRSU awards may be earned and eligible for vesting in a single installment following the end of the applicable three-year performance period from the beginning of the performance period starting on January 1. The PRSUs are forfeited asreported at the target level because we are required by SEC rules to compare our performance through 2020 under the PRSU grant against the threshold, target and maximum performance levels for the grant and report the applicable potential share number. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if performance through the previous year exceeded target, even by only a modest amount, and even if it is unlikely that we will achieve the results that would dictate the payment of the Termination Date pursuantmaximum amount, we are required by SEC rules to report the Transition Agreement.
(4)
The fair values of PRSUs are as of on December 31, 2019 and estimated using a Monte Carlo simulation. The determination of fair valuemaximum potential payouts. For the first year of the PRSUs is affected by our stock price and a number of assumptions including the expected volatility, expected dividend yield2020-2022 performance period and the risk-free interest rate. Our expected volatility at the date of grant was based on the historical volatilities of our stock and the companies included in the Index over the performance period. As previously noted, Mr. Davern's PRSUs are forfeited asfirst two years of the Termination Date pursuant to2019-2021 performance period, we tracked between the Transition Agreement.
 
​​
4643
​​

TABLE OF CONTENTS

threshold and target levels of performance against the PRSU performance goals on a combined basis and have accordingly reported the PRSUs at the target award levels.
​
Named Executive Officer
​​
Target Number of
Shares or Units
of Stock That
Have Not Vested
​​
Grant Date
​​
Performance Period
Commencement
Date
​
​
Eric H. Starkloff
​​
25,471
​​
4/29/2020
​​
1/1/2020
​
​
​​
75,000
​​
2/1/2020
​​
1/1/2020
​
​
​​
16,625
​​
1/22/2019
​​
1/1/2019
​
​
Karen M. Rapp
​​
15,657
​​
2/19/2020
​​
1/1/2020
​
​
​​
13,006
​​
1/22/2019
​​
1/1/2019
​
​
Jason E. Green
​​
11,184
​​
2/19/2020
​​
1/1/2020
​
​
Scott A. Rust
​​
8,947
​​
2/19/2020
​​
1/1/2020
​
​
​​
8,482
​​
1/22/2019
​​
1/1/2019
​
​
Carla Pineyro Sublett
​​
8,388
​​
2/19/2020
​​
1/1/2020
​
(4)
Calculated by multiplying the number of shares of PRSUs by $43.94, the closing market price of our common stock on December 31, 2020.
STOCK VESTED
FOR FISCAL YEAR ENDED DECEMBER 31, 20192020 TABLE
​
 
​​
Stock Awards
​
​
Named Executive Officer
​​
Number of
Shares
Acquired on
Vesting
​​
Value
Realized on
Vesting
​
​
Alexander M. Davern (1)
​​
38,831
​​
$1,828,940
​
​
Alexander M. Davern (2)
​​
50,000
​​
2,127,500
​
​
Eric H. Starkloff (1)
​​
21,946
​​
1,033,657
​
​
Karen M. Rapp (1)
​​
10,000
​​
471,000
​
​
Scott A. Rust (1)
​​
15,403
​​
725,481
​
​
John C. Roiko (1)
​​
4,356
​​
205,168
​
​
​​
Stock Awards
​
​
Named Executive Officer
​​
Number of
Shares
Acquired on
Vesting
​​
Value
Realized on
Vesting
​
​
Eric H. Starkloff
​​
50,977
​​
$1,958,536 (1)
​
​
Karen M. Rapp
​​
14,336
​​
550,789 (1)
​
​
Jason E. Green
​​
11,970
​​
459,887 (1)
​
​
Scott A. Rust
​​
17,304
​​
664,820 (1)
​
​
Carla Pineyro Sublett
​​
7,500
​​
288,150 (1)
​
​
Alexander M. Davern
​​
54,417
​​
2,090,701 (1)
​
​
​​
52,108
​​
1,919,659 (2)
​
(1)
Calculated by using the NIclosing price of our common stock closing price for the day immediately preceding the vesting date of May 1, 2019,2020, which was $47.10$38.42 per share.
(2)
Calculated by using the NIclosing price of our common stock closing price for the day immediately preceding the vesting date of December 16, 2019,May 13, 2020, which was $42.55$36.84 per share.
Pension Benefits and Nonqualified Deferred Compensation
NI does not have any pension plans, non-qualified defined contribution plans or non-qualified deferred compensation plans.
Potential Payments Upon Termination or Change in Control
Our employment arrangements with each of Mr. DavernStarkloff and Mr. Starkloff,Ms. Pineyro Sublett, summarized below, include severance or other payment arrangements that would be triggered by a termination of employment, merger or other change in control of NI.
Arrangements In addition, on February 22, 2021, we signed executive employment agreements with Ms. Rapp and Mr. Davern: NI entered into an employment agreement with Mr. Davern in connection with his appointment as CEO (the “Davern CEO Agreement”). Under the Davern CEO Agreement, the initial term of Mr. Davern’s employment as Chief Executive Officer extended from January 1, 2017 through December 31, 2019.
On October 28, 2019, NI entered into a Transition Agreement with Mr. Davern pursuant toGreen which Mr. Davern transitioned from his service as Chief Executive Officer on January 31, 2020 into a strategic advisory role whereby he is providing certain transition and advisory services to NI through May 5, 2020 (the “Transition Period”). The Transition Agreement superseded and replaced the CEO Agreement as of October 28, 2019. During the Transition Period, if either NI terminates the employment of Mr. Davern without Cause (as defined in the Transition Agreement)include severance or the parties mutually agree to terminate prior to May 5, 2020, Mr. Davern will receive a lump sum equal to $267,063, reflecting any remaining base salaryother payment arrangements that would have been received under the Transition Agreement and, provided Mr. Davern signs his Separation Agreement, the benefits offered under such Separation Agreement. If such termination occurred on December 31, 2019 and, assuming Mr. Davern had signed his Separation Agreement on December 31, 2019, Mr. Davern’s equity awards that are subject only to service-based vesting, and scheduled to vest prior to May 5, 2021, would accelerate vesting as of the termination date for an amount equal to $4,510,269, based upon the closing market price of NI’s common stock at December 31, 2019, which was $42.34 per share (the “Applicable Price”). Mr. Davern's unvested PRSUs would be forfeited pursuant to the Transition Agreement. Mr. Davern’s health continuation coverage costs will be paid through May 31, 2021 under the Separation Agreement for a value of $33,821, assumingtriggered by a termination occurred as of December 31, 2019. If a Changeemployment, merger or other change in Control had occurred ascontrol of December 31, 2019 in connection with a termination that resulted in acceleration under the terms of our equity incentive plans and equity award agreements of all unvested equity awards outstanding as of such date, the value of equity awards included with such termination benefits would be as set forth under the “Potential Value of Equity Awards Upon a Change in Control” table below.
Arrangements with Mr. Starkloff: NI entered into an offer letter with Mr. Starkloff, dated October 23, 2018, in connection with his appointment as President and Chief Operating Officer (the “Offer Letter”). Under the Offer Letter, Mr. Starkloff’s employment was “at-will” for no specific time period and could have been terminated by Mr. Starkloff or NI at any time, with or without cause or advance notice. In the event Mr. Starkloff’s employment was terminated by NINI.
 
​​
4744
​​

TABLE OF CONTENTS

other than forArrangements with Mr. Starkloff:
On October 28, 2019, we entered into the Starkloff Executive Employment Agreement with Mr. Starkloff, pursuant to which Mr. Starkloff was appointed as our Chief Executive Officer, effective February 1, 2020. On February 3, 2020, the Starkloff Executive Employment Agreement was amended to reflect the implementation of the Company’s EIP. Pursuant to the amendment, in lieu of Mr. Starkloff’s participation in the Company’s prior bonus programs, Mr. Starkloff’s 2020 annual EIP target incentive bonus opportunity was 135% of his base salary.
In the event Mr. Starkloff’s employment is terminated either by us without Cause or Disability (each as defined in the Offer Letter) or death, or by Mr. Starkloff resigns for Good Reason (as such terms are defined in the Offer Letter)Starkloff Executive Employment Agreement), subject to him executing and not revoking a release of claims in favor of NI and meeting other requirements in the Offer Letter,Starkloff Executive Employment Agreement, Mr. Starkloff will be entitled to receive (the “Starkloff Employment Agreement Severance Payment”):
(i)
continuing severance pay at a rate equal to 100% of his base salary, as then in effect (less applicable withholding), for a period of 18 months from the date of such termination, paid in accordance with NI’s normal payroll practices;
(ii)
to the extent not already earned and accrued, a lump sum equivalent to 100% of his EIP bonus as in effect at the time of the applicable termination or resignation, less applicable withholding, which amount shall be paid at such time annual bonuses are paid to our other senior executives (for avoidance of doubt in no case would Mr. Starkloff be entitled to more than one EIP bonus payment);
(iii)
accelerated vesting of Mr. Starkloff’s outstanding RSUs that would have vested had he remained employed by NI for 12 months following the termination date, and subject to any required approval by the Board; and
(iv)
provided he timely elects healthcare continuation coverage under COBRA, reimbursement of Mr. Starkloff for, or direct payment of, his COBRA premiums (at the coverage level in effect immediately prior to his termination) until the earlier of 18 months following the termination date or the date Mr. Starkloff becomes covered under similar plans. If NI determines, in its sole discretion, that it cannot provide the foregoing benefit related to COBRA premiums without potentially violating or being subject to an excise tax under applicable law, we will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether Mr. Starkloff elects COBRA, and continue until the earlier of 18 months following termination or the date Mr. Starkloff becomes covered under similar plans.
If the employment of Mr. Starkloff had been terminated on December 31, 2020, pursuant to the Starkloff Executive Employment Agreement, the Starkloff Employment Agreement Severance Payment would have been $4,605,991 (including the value of accelerated RSUs based upon the closing market price of NI’s common stock at December 31, 2020, which was $43.94 per share (the “Applicable Price”).
Notwithstanding any contrary provision, if a termination of employment described in the Starkloff Executive Employment Agreement occurs within the period beginning three months prior to a Change in Control (as such term is defined in the Starkloff Executive Employment Agreement, as amended) and ending 12 months following a Change in Control, then Mr. Starkloff will be entitled to receive a cash payment (the “Starkloff COO Severance Payment”), which is equal to the sum ofsame severance described in the preceding paragraphs except the severance amount set forth in (i) above will be paid in a lump-sum payment equal to 100% of base salary in effect on the termination date, (ii) a lump-sum payment equal to (A) the AIP bonus at target level for the year of termination, multiplied by (B) the average of actual AIP performance percentage over the previous three completed performance years (determined based on the actual payout as a percentage of the target AIP bonus for each such year), and (iii) payment of monthly premiums for continued medical, dental and vision insurance coverage under COBRA (if Mr. Starkloff had timely elected COBRA coverage) or a taxable monthly payment of an equivalent amount in the event providing such payment would violate any applicable law or result in an excise tax to the company, in either case, until the earliest of (A) the date that was twelve months following the Termination Date, (B) the date when Mr. Starkloff was offered substantially equivalent health insurance coverage in connection with new employment, or (C) the date upon which Mr. Starkloff ceased to be eligible for coverage under COBRA or other applicable law or policy governing such coverage. In addition, Mr. Starkloff would have received accelerated vesting of the number of outstanding RSUs, excluding the Promotion RSUs (as defined in the Offer Letter) which would not have been subject to acceleration under this paragraph, that would have vested if Mr. Starkloff had remained employed by the company for twelve (12) months60th day following the termination date. A Starkloff COO Severance Payment
For avoidance of $814,466 would have been payabledoubt, Mr. Starkloff’s equity awards will remain subject to Mr. Starkloff if a termination event had occurred on December 31, 2019. If such termination event had occurred on December 31, 2019, the valueChange in Control vesting or other treatment as provided for pursuant to the terms of such accelerated RSUs would have been $1,099,866, based upon the Applicable Price. NI’s equity plan and his equity award agreements, as applicable, notwithstanding his eligibility to receive vesting acceleration set forth in (iii) above.
If a Change in Control had occurred as of December 31, 20192020, in connection with a termination that resulted in acceleration under the terms of our equity incentive plans and equity award agreements of all unvested equity awards outstanding as of such date, instead of the value of the equity awards included in the termination benefits above, the value of equity awards at the Applicable Price included with such termination benefits would be as set forth under the “Potential Value of Equity Awards Upon a Change in Control” table below.$12,303,771.
Arrangements with Ms. Pineyro Sublett: On October 28,January 25, 2019, NIwe entered into the Starkloff Executive Employment AgreementSublett Offer Letter with Mr. Starkloff, pursuant to which Mr. Starkloff was appointed as our Chief Executive Officer, effective February 1, 2020. The Starkloff Executive Employment Agreement initially entitled Mr. Starkloff to participate in the AIP and the CPB with an AIP target of 110% of his base salary and an CPB target of 25% of his base salary. On February 3, 2020, the Starkloff Executive Employment Agreement was amended to reflect the implementation of the EIP.Ms. Pineyro Sublett (the “Sublett Offer Letter”). Pursuant to the amendment, in lieu of Mr. Starkloff’s participationSublett Offer Letter, in the AIP and CPB, Mr. Starkloff will have an annual EIP target of 135% of his base salary. In the event Mr. Starkloff’sthat we terminated her employment is terminated either by NI withoutfor any reason other than Cause (defined therein) or Mr. Starkloff resignsher death or Disability (defined therein), or if she voluntarily resigned her employment for Good Reason (as such terms are defined in the Employment Agreement)(defined therein), subject to him executing and not revoking a release of claims in favor of NI and meeting other requirements in the Starkloff Executive Employment Agreement, Mr. Starkloff will be entitled to receive (the “Starkloff Employment Agreement Severance Payment”) (i) continuing severance pay at a rate equal to one-hundred percent (100%) of his Base Salary, as then in effect (less applicable withholding), for a period of eighteen (18) months from the date of such termination, paid in accordance with NI’s normal payroll practices; (ii) to the extent not already earned and accrued, a lump sum equivalent to one hundred percent (100%) of his EIP bonus as in effect at the time of the applicable termination or resignation, less applicable withholding, which amount shall be paid at such time annual bonuses are paid to other senior executives of NI (for avoidance of doubt in no case would Mr. Starkloff be entitled to more than one EIP bonus payment under the terms of this provision); (iii) accelerated vesting of Mr. Starkloff’s outstanding RSUs that would have vested had he remained employed by NI for twelve (12) months following the termination date, and subject to any required approval by the Board;terms and (iv) provided he timely elects healthcare continuation coverage under COBRA, NI reimbursement of Mr. Starkloff for, or direct payment of, his COBRA premiums (at the coverage level in effect immediately prior to his termination) until the earlier of eighteen (18) months following the termination date or the date Mr. Starkloff becomes covered under similar plans. If NI determines, in its sole discretion, that it cannot provide the foregoing benefit related to COBRA premiums without potentially violating, or being subject to an excise tax under applicable law, NI will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether Mr. Starkloff elects COBRA, and continue until the earlier of eighteen (18) months following termination or the date Mr. Starkloff becomes covered under similar plans. If the Starkloff Executive Employment Agreement had been in effect on December 31, 2019, the Starkloff Employment Agreement Severance Payment would have been $4,184,576 (including the value of accelerated RSUs at the Applicable Price of $2,158,366). Notwithstanding any contrary provision, if a termination describedconditions contained in the Starkloff Executive Employment Agreement occurs within the period beginning three months prior to a Change in Control (as such term is defined in the Starkloff Executive Employment Agreement, as amended) and ending twelve (12) months following a Change in Control, then Mr. Starkloff will be entitled toSublett Offer Letter, Ms. Pineyro Sublett would receive the samefollowing severance described in the preceding paragraph except the severance amount set forthbenefits (the “Sublett
 
​​
4845
​���​

TABLE OF CONTENTS

inSeverance Benefits”): (i) above will be paid in a lump-sum payment equal to 12 months of her base salary and on target earnings bonus in effect on the sixtieth (60th) daytermination date; and (ii) payment of monthly premiums for continued medical, dental and vision insurance coverage under COBRA (if she timely elects COBRA coverage) or a taxable monthly payment of an equivalent amount in the event providing such payment would violate any applicable law or result in an excise tax to us, in either case, until the earliest of (i) the date that is 12 months following her termination date, (ii) the termination date. For avoidance of doubt, Mr. Starkloff’s equity awards will remain subjectdate when she is offered substantially equivalent health insurance coverage in connection with new employment, or (iii) the date upon which she ceases to the Change in Control vestingbe eligible for coverage under COBRA or other treatment as provided forapplicable law or policy governing such coverage.
If the employment of Ms. Pineyro Sublett had been terminated on December 31, 2020, pursuant to the terms of NI’s equity plan and his equity award agreements, as applicable, notwithstanding his eligibility to receive vesting acceleration set forth in (iii) above.Sublett Offer Letter, the Sublett Severance Benefits would have been $760,476. If a Change in Control had occurred as of December 31, 20192020, in connection with a termination that resulted in acceleration under the terms of our equity incentive plans and equity award agreements of all unvested equity awards outstanding as of such date, instead of the value of the equity awards included in the termination benefits above, the value of equity awards at the Applicable Price included with such termination benefits would be as set forth under$1,725,787.
Arrangements with Ms. Rapp: On February 22, 2021, we entered into a written executive employment agreement with Ms. Rapp (the “Rapp Executive Employment Agreement”). In the “Potential Valueevent of Equity Awards Uponinvoluntary termination of Ms. Rapp’s employment by us without Cause or resignation for Good Reason (as such terms are defined in the Rapp Executive Employment Agreement), subject to her executing and not revoking a release of claims in favor of NI and meeting other requirements in the Rapp Executive Employment Agreement, Ms. Rapp will be entitled to receive (the “Rapp Employment Agreement Severance Payment”): (i) continuing severance pay at a rate equal to 100% of her base salary (less applicable withholding), for a period of 12 months from the date of termination (but if such a termination occurs in a period beginning 3 months prior to a Change in Control” table below.Control (as defined in the Rapp Executive Employment Agreement) and ending 12 months following a Change in Control, then she will be entitled to receive the severance amount in a lump sum in 60 days); (ii) to the extent not already earned and accrued, 100% of her EIP bonus as in effect at the time of the applicable termination or resignation, less applicable withholding; (iii) accelerated vesting of her outstanding service-based RSUs that would have vested had she remained employed by NI for 12 months following the termination date, and subject to any required approval by the Compensation Committee; and (iv) provided she timely elects healthcare continuation coverage under COBRA, NI will reimburse her for, or direct payment of, her COBRA premiums (at the coverage level in effect immediately prior to her termination) until the earlier of 12 months following the termination date or the date she becomes covered under similar plans. If we determine in our sole discretion, that we cannot provide the foregoing benefit related to COBRA premiums without potentially violating, or being subject to an excise tax under, applicable law, we will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether she elects COBRA and continue until the earlier of 12 months following termination or the date she becomes covered under similar plans.
If the employment of Ms. Rapp had been terminated on December 31, 2020, pursuant to the Rapp Executive Employment Agreement, the Rapp Employment Agreement Severance Payment would have been $1,694,417 (including the value of accelerated RSUs at the Applicable Price).
If a Change in Control had occurred as of December 31, 2020 in connection with a termination that resulted in acceleration under the terms of our equity incentive plans and equity award agreements of all unvested equity awards outstanding as of such date, instead of the value of the equity awards included in the termination benefits above, the value of equity awards at the Applicable Price included with such termination benefits would be $2,987,481.
Arrangements with Mr. Green: On February 22, 2021, we entered into a written executive employment agreement with Mr. Green (the “Green Executive Employment Agreement”). In the event of involuntary termination of Mr. Green’s employment by us without Cause or resignation for Good Reason (as such terms are defined in the Green Executive Employment Agreement ), subject to his executing and not revoking a release of claims in favor of NI and meeting other requirements in the Green Executive Employment Agreement, Mr. Green will be entitled to receive (the “Green Employment Agreement Severance Payment”): (i) continuing severance pay at a rate equal to 100% of his base salary (less applicable withholding), for a period of 12 months from the date of termination (but if such a termination occurs in a period beginning 3 months prior to a Change in Control (as defined in his employment agreement) and ending 12 months following a Change in Control, then he will be entitled to receive the severance amount in a lump sum in 60 days); (ii) to the extent not already earned and accrued, 100% of his EIP bonus as in effect at the time of the applicable termination or resignation, less applicable withholding; (iii) accelerated vesting of his outstanding service-based RSUs that would have vested had he remained employed by NI for 12 months following the termination date, and subject to any required approval by the Compensation Committee; and (iv) provided he timely elects healthcare continuation coverage under COBRA, we will reimburse him for, or direct payment of, his COBRA premiums (at the coverage level
​​
46
​​

TABLE OF CONTENTS

in effect immediately prior to his termination) until the earlier of 12 months following the termination date or the date he becomes covered under similar plans. If we determine in our sole discretion, that we cannot provide the foregoing benefit related to COBRA premiums without potentially violating, or being subject to an excise tax under, applicable law, we will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether he elects COBRA and continue until the earlier of 12 months following termination or the date the executive becomes covered under similar plans.
If the employment of Mr. Green had been terminated on December 31, 2020, pursuant to the Green Executive Employment Agreement, the Green Employment Agreement Severance Payment would have been $1,744,265 (including the value of accelerated RSUs at the Applicable Price).
If a Change in Control had occurred as of December 31, 2020 in connection with a termination that resulted in acceleration under the terms of our equity incentive plans and equity award agreements of all unvested equity awards outstanding as of such date, instead of the value of the equity awards included in the termination benefits above, the value of equity awards at the Applicable Price included with such termination benefits would be $2,578,970.
Other arrangements: None of NI’sour other executivesNamed Executive Officers have employment agreements, severance payment arrangements or other payment arrangements that would be triggered by a termination of employment, merger or other change of control of NI. However, the terms of Mr. Rust’s employment providesprovide for acceleration of certain restricted stock units in the event of his termination of employment under certain circumstances and each of our Named Executive Officers have PRSUs under our 2015 Incentive Plan with special vesting terms upon a change of control, and may benefit, along with non-executive employees, from accelerated vesting underpursuant to the terms of our 2015 Incentive Plan and 2010 Incentive Plan that are applicable to all participating employees, as further described below.
Mr. Rust is a party to an Acceleration Agreement with NI.Agreement. The AccelerationRust Agreement provides for the immediate vesting of all of Mr. Rust’s then outstanding restricted stock units in the event Mr. Rust’shis employment is terminated without Cause or he resigns for Good Reason (as each is defined in the AccelerationRust Agreement), subject to him executing and not revoking a release of claims in favor of NI and meeting other requirements in the AccelerationRust Agreement. If a termination event had occurred on December 31, 2019,2020, the value of such accelerated restricted stock units would have been $2,712,766,$2,841,204, based upon the Applicable Price.
Additionally, NI’sIn addition, our Named Executive Officers may benefit along with non-executive employees of NI from acceleration provisions under NI’s equity incentive plans. the terms of our 2020 Incentive Plan, 2015 Incentive Plan, and 2010 Incentive Plan that are applicable to all participating employees. Further, each of our Named Executive Officers also have PRSUs under our 2015 Incentive Plan with special vesting terms upon a change of control of NI, as further described below.
The 2010 Incentive Plan provides for acceleration of all unvested restricted stock units in the event of a change of control of NI or the award recipient’s death or disability (each, an “acceleration event”). A change of control under the 2010 Incentive Plan means any of the following events:
any person becomes the beneficial owner of fifty percent (50%)50% or more of the total voting power represented by NI’sour outstanding voting securities;
existing members of NI’sour Board of Directors cease to constitute at least a majority of the Board of Directors;Board;
a public announcement is made of a tender or exchange offer for fifty percent (50%)50% or more of the outstanding voting securities of NI and it is not opposed by NI’s Board of Directors;our Board;
theour stockholders of NI approve a merger or consolidation of NI with any other corporation or partnership, unless NIour stockholders prior to such transaction will hold a majority of the voting power of the surviving or acquiring entity; or
theour stockholders of NI approve a plan of complete liquidation of NI or an agreement for the sale or disposition by NI of all or substantially all of NI’sour assets.
In the case of unvested restricted stock units under the 2010 Incentive Plan, 100% of the restricted stock units that have not vested as of the date of death or disability will immediately vest.
Pursuant to the 2015 Incentive Plan and 2020 Incentive Plan, in the event of a change in control of NI, awards will be treated as determined by the administrator, including that each award be assumed or substituted by the successor corporation; provided that, in the event the successor corporation does not assume or substitute awards, the restriction period of any award of restricted stock or restricted stock units shallwill immediately be accelerated, and the restrictions shall expire.will expire, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met. The number of PRSUs so determined will be scheduled to vest in equal monthly installments following the change of control over the remainder
​​
47
​​

TABLE OF CONTENTS

of the original performance period. Following any such assumption or substitution of awards, if an employee is terminated without Cause (as defined in the 2015 Incentive Plan)applicable plan) within twenty-four (24)24 months following the change in control of NI, then the vesting of such employee’s awards will accelerate, and the restricted stock units will immediately become fully vested.
A change in control under the 2015 Incentive Plan and 2020 Incentive Plan means any of the following events:
any person becomes the beneficial owner of fifty percent (50%) or more of the total voting power represented by NI’sour outstanding voting securities;
the sale or disposition by NIus of all or substantially all of itsour assets;
existing members of NI’sour Board of Directors cease to constitute at least a majority of the Board of Directors;Board; or
​​
49
​​

TABLE OF CONTENTS

the consummation of a merger or consolidation of NIus with any other corporation, unless NIour stockholders prior to such transaction will hold at least 50% of the voting power of the surviving or acquiring entity.
Notwithstanding the provisions of the 2015 Incentive Plan, with respect to PRSUs, ifIf a change in control occurs before the last day of the performance period, and such PRSUs are accelerated, rather than vesting based on our TSR relative to the Index during the performance period, the number of PRSUs eligible to vest will equal 100% of the target number of PRSUs. The number of PRSUs so determined will be scheduled to vest in equal monthly installments following the change in control over the remainder of the original performance period.
Following any assumption or substitution of any equity awards, if the employment of an employee is terminated without “cause” (as defined in the 2015 Incentive Plan) within 24 months following the change in control of NI, then the vesting of such employee’s award will immediately accelerate and the restricted stock, RSUs and PRSU awards will immediately become fully vested. No PRSUs were awarded prior to 2019.
If a Change in Control had occurred as of December 31, 20192020 that resulted in the acceleration under the terms of outour equity incentive plans and equity award agreements of all unvested awards outstanding as of such date, the value of such accelerated awards based on the Applicable Price for our Named Executive Officers would have been as set forth in the table below:
Potential Value of Equity Awards Upon a Change of Control
​
Named Executive Officer
​​
RSUs
​​
PRSUs
​
​
Alexander M. Davern
​​
$6,927,840
​​
$2,244,020
​
​
Eric H. Starkloff
​​
​4,802,330
​​
​703,903
​
​
Karen M. Rapp
​​
​1,609,174
​​
​550,674
​
​
Scott A. Rust
​​
​2,353,638
​​
​359,128
​
​
John C. Roiko
​​
​587,468
​​
​71,809
​
​
Named Executive Officer
​​
RSUs
​​
PRSUs (1)
​
​
Eric H. Starkloff
​​
$ 7,158,573
​​
$ 5,145,198
​
​
Karen M. Rapp
​​
​1,728,028
​​
​1,259,452
​
​
Jason E. Green
​​
​2,087,545
​​
​491,425
​
​
Scott A. Rust
​​
​2,075,374
​​
​765,830
​
​
Carla Pineyro Sublett
​​
​1,357,219
​​
​368,569
​
​
Alexander M. Davern
​​
156,251
​​
—
​
(1)
No PRSUs were awarded prior to 2019.
CEO PAY RATIO DISCLOSURE
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our President and CEO for fiscal year 2019, Alex Davern.
For 2019, our last completed fiscal year, we have estimated the medianmajority of the annual2020, Eric H. Starkloff, who was serving in that position at December 31, 2020, and whose total compensation is annualized for purposes of all employees of our company (other than our CEO), was $49,581; and the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $8,487,974.
Based on this information, for fiscal year 2019, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of employees was 171 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.disclosure.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows:
We selected December 6, 2017,31, 2020, the date of the most recent and validated global employee data file, as the date upon which we identified the median employee. We used the same median employee as last year because we believe there has been no change in our employee population or employee compensation arrangements during 2019 that would significantly impact the pay ratio disclosure.
We identified the “median employee” by taking all employees, excluding our President and CEO and the other excluded groups described below, and ranking them based on annualized U.S. dollar equivalent direct compensation, including the value of stock awards, and converting the base salary and bonus payouts in local currency utilizing the latest exchange rate table provided by our finance team.
In performing our analysis, we excluded those individuals that perform work for us but are paid by a third-party. The total number of U.S. and non-U.S. employees used for our de minimis calculation was 7,035. We then excluded employees in those countries that representedhad less than 0.5% of our total global population.75 employees. The total number of employees subject to this exclusion equaled 4.6%4.5% of our total global population, as permitted by the applicable SEC de minimis rule. The jurisdictions from which those employees are being excluded, and the approximate number of employees excluded from each jurisdiction, are as follows: Singapore, 51; Italy, 50; Mexico, 39; Ireland, 25; Belgium, 22; Brazil, 21; Philippines, 20; Russian Federation, 18; Canada, 10; Sweden, 9; Netherlands, 8; Switzerland, 7; Austria, 5; Lebanon, 34, Canada, 31, Sweden, 29, Netherlands, 27, Ireland, 24, Australia, 22, Switzerland, 22, Philippines, 20, Spain, 18, Finland, 16, Poland, 14, Belgium, 12, Israel, 11, Thailand, 11,5; Colombia, 4; Czech Republic, 10,4; Hong Kong, 10, Austria, 9,4; Thailand, 4; Denmark, 3; Poland, 3; Spain, 2; Vietnam, 2; Finland, 1; and Indonesia, 9, Colombia, 8, Turkey, 8, South Africa, 7, Denmark, 5, Viet Nam, 5, Egypt, 3, Slovenia, 3, Chile, 2, New Zealand, 2, and Norway, 2. The total number of U.S. and non-U.S.1.
 
​​
5048
​​

TABLE OF CONTENTS

employees irrespectiveWe have estimated the median of the exemptionannual total compensation of all employees of our Company (other than our President and CEO) was 8,050. The number$51,375 (using a consistently applied compensation measure of U.S.base salary, plus bonus, target commission, and non-U.S. employees used for the de minimis calculation was 374. We also excluded those employees classifiedvalue of stock awards, as “contingent workers” as well as employees with termination dates during December 2017 to January 2018, as they would not be active in the future and should not be eligible for selection as our “median” employee.applicable).
We identified the “median employee” takingthen calculated all employees, excluding the CEO and the other excluded groups described above, and ranking them based on annualized U.S. dollar equivalent base salary, converting the base salary in local currency utilizing the latest exchange rate table provided by our finance team.
After identifying the “median employee,” we identified and calculated the elements of such median employee’s compensation for fiscal year 20192020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $49,581.$53,966, which includes the median employee’s total compensation as previously calculated and including additional elements such as term life insurance premiums paid by the Company, overtime and a service award.
With respect toIn determining our calculation, the annual total compensation for theof our President and CEO, we used the amountas reported in the “Total” columnSummary Compensation Table presented elsewhere in this Proxy Statement, was $11,465,634, inclusive of the one-time promotional PRSU and RSU awards.
Based on this information, for fiscal year 2020, the ratio of the annual total compensation of our 2019 Summary Compensation Table.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a)CEO to the median of the Exchange Act requires NI’s officers and directors, and persons who own more than 10% of a registered class of NI’s equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10% stockholders are also required by SEC rules to furnish NI with copiesannual total compensation of all Section 16(a) forms they file. Based solely on its reviewour employees was 212 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the copies of such forms received by it, NI believes that, during the fiscal year ended December 31, 2019, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were satisfied except that there were two late Forms 4 filed for Mr. Kodosky with respect to four transactions, each.Regulation S-K.
EQUITY COMPENSATION PLAN INFORMATION
The number of shares issuable upon exercise of outstanding RSUrestricted stock unit awards (RSUs and PRSUs) granted to employees and non-employee directors, as well as the number of shares remaining available for future issuance, under NI’sour equity compensation plans as of December 31, 2019,2020, are summarized in the table below. NIWe had no outstanding options, warrants or other rights under equity compensation plans as of such date.
​
Plan category
​
Number of
shares to
be issued
upon
vesting of
outstanding
options, warrants
and rights
​
Weighted-
average
exercise
price of
outstanding
options, warrants
and rights (2)
​
Number of
shares
remaining for
future
issuance
under equity
compensation
plans
​
Plan category
​
Number of
shares to
be issued
upon
vesting of
outstanding
options, warrants
and rights (1)
​
Weighted-
average
exercise
price of
outstanding
options, warrants
and rights (2)
​
Number of
shares
remaining for
future
issuance
under equity
compensation
plans (3)
​
​
Equity compensation plans approved by stockholders
​
3,289,637(1)
​
—
​
​6,006,541(3)
​
Equity compensation plans approved by stockholders
​
4,041,262
​
—
​
7,621,918
​
​
Equity compensation plans not approved by stockholders
​
—
​
—
​
—
​
Equity compensation plans not approved by stockholders
​
—
​
—
​
—
​
​
Total
​
3,289,637
​
—
​
6,006,541
​
Total
​
4,041,262
​
—
​
7,621,918
​
(1)
Includes 3,289,6374,041,262 shares to be issued upon the vesting of outstanding RSUs.restricted stock units.
(2)
All awards were RSUsrestricted stock units which do not have an exercise price. The weighted average grant date fair value per share of outstanding RSUs was $41.01.
(3)
Includes 1,920,7714,562,726 shares available for future issuance under the 20152020 Incentive Plan and 4,085,7703,059,192 shares available for future issuance under the ESPP.
 
​​
5149
​​

TABLE OF CONTENTS

REPORT OF THE AUDIT COMMITTEE*
The Audit Committee operates under a written charter adopted by the Board of Directors. The members of the Audit Committee are Charles J. Roesslein, James E. Cashman, III, Gayla J. Delly, Dr. Gerhard P. Fettweis and Michael E. McGrath. All members of the Audit Committee meet the independence requirements of the Nasdaq listing standards.
Management is responsible for NI’s internal controls and the financial reporting process. NI’s independent registered public accounting firm is responsible for performing an independent audit of NI’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) and for issuing opinions on the conformity of those audited financial statements with U.S. generally accepted accounting principles and the effectiveness of NI’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.
The Audit Committee schedules its meetings and conference calls with a view to ensuring it devotes appropriate attention to all of its tasks. The Audit Committee met five times during fiscal 20192020 to carry out its responsibilities. The Audit Committee regularly meets privately with NI’s independent registered public accounting firm, internal audit personnel, and management, each of whom has unrestricted access to the Audit Committee. The Audit Committee evaluated the performance of the items enumerated in the Audit Committee Charter, which includes oversight of NI’s internal audit function.
As part of its oversight of NI’s financial statements, the Audit Committee reviewed and discussed with both management and the independent registered public accounting firm NI’s quarterly and audited fiscal year financial statements, including a review of NI’s Annual Report on Form 10-K. The Audit Committee also reviewed and approved the independent registered public accounting firm’s work plan, audit fees, and all non-audit services performed by the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm any matters required to be discussed by Auditing Standard No. 1301, Communication with Audit Committees, as amended.
The Audit Committee has also received the written disclosures from Ernst & Young LLP required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and the Audit Committee has discussed the independence of Ernst & Young LLP with that firm. The Audit Committee has implemented a procedure to monitor the independence of NI’s independent registered public accounting firm.
Based upon the Audit Committee’s discussions with management and Ernst & Young LLP and the report of Ernst & Young LLP to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in NI’s Annual Report on Form 10-K for the year ended December 31, 2019,2020, which washas been filed with the SEC.
AUDIT COMMITTEE
Charles J. Roesslein, Chair
James E. Cashman, III
Gayla J. Delly
Dr. Gerhard P. Fettweis
Michael E. McGrath
*
The foregoing Report of the Audit Committee is not to be deemed to be “soliciting material” or to be “filed” with the Securities Exchange Commission or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent we specifically request that such information be treated as soliciting material or we specifically incorporate it by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
 
​​
5250
​​

TABLE OF CONTENTS

PROPOSAL TWO: APPROVAL OF THE NATIONAL INSTRUMENTS CORPORATION
2020 EQUITY INCENTIVE PLANEXECUTIVE COMPENSATION
OurThe Dodd-Frank Act enables our stockholders are being askedto vote to approve, the National Instruments Corporation 2020 Equity Incentive Plan (the “2020 Incentive Plan”) so that it may be usedon an advisory (non-binding) basis, pursuant to achieve NI's compensatory goals. Our current equity plan, the 2015 Incentive Plan, is scheduled to terminate upon the dateSection 14A of the Annual Meeting (the “Annual Meeting Date”Exchange Act, the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with the SEC’s rules (commonly referred to as a “Say-on-Pay”). The 2020 Incentive Plan would replace
As described under the 2015 Incentive Plan, althoughheading “Executive Compensation — Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, retain and motivate our Named Executive Officers, who are critical to our success. We believe that the 2015 Incentive Plan will continuevarious elements of our executive compensation program work together to govern outstanding awards previously granted thereunder.promote our goal of ensuring that total compensation should be related to both NI’s performance and individual performance.
On October 23, 2019,Stockholders are urged to read the Board“Executive Compensation — Compensation Discussion and Analysis” section of Directorsthis Proxy Statement, which discusses how our executive compensation policies implement our compensation philosophy, and the “Executive Compensation — Summary Compensation Table” section of NI approvedthis Proxy Statement, which contains tabular information and narrative discussion about the 2020 Incentive Plan, subject to approval from the stockholders at the Annual Meeting. Approvalcompensation of the 2020 Incentive Plan requires the affirmative vote of a majority of the shares of common stock that are present, in person or by proxy, and entitled to vote on the proposal. NI'sour Named Executive Officers and directors have an interestadditional details about our executive compensation programs, including information about fiscal year 2020 compensation of our Named Executive Officers. The Compensation Committee and our Board believe that these policies are effective in implementing our compensation philosophy and in achieving its goals.
We are asking our stockholders to indicate their support for our executive compensation as described in this Proxy Statement. This Say-on-Pay proposal as theygives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we are expectedasking our stockholders to receive Awards (defined below) underapprove, on an advisory basis, the 2020 Incentive Plan.
In connection with the approvalcompensation of the 2020 Incentive Plan, we are requesting stockholder approval of a share reserve under the 2020 Incentive Plan of 4,500,000 shares of NI common stock, plus (i) the number of shares which have been reserved, but not issued under the 2015 Incentive Plan, the 2010 Incentive Plan and the 2005 Incentive PlanNamed Executive Officers, as of the Annual Meeting Date, and (ii) any shares returned to the 2015 Incentive Plan, the 2010 Incentive Plan or the 2005 Incentive Plan, as a result of the expiration or termination of Awards (as defineddisclosed in the 2020 Incentive Plan), or the forfeiture or repurchase of the underlying shares, after the Annual Meeting Date.
By approving the 2020 Incentive Plan, the stockholders will be approving, among other things, a provision that prohibits any Non-Employee Director (defined below) from being granted, in any fiscal year, Awards covering more than 20,000 shares, exclusive of Awards received as an employee or consultant.
We strongly believe that the approval of the 2020 Incentive Plan is essential to NI's continued success. Our service providers are our most valuable asset. Grants of restricted stock units and restricted stockthis Proxy Statement pursuant to the provisionscompensation disclosure rules of the 2020 Incentive Plan are crucial to our ability to attractSEC, including the Compensation Discussion and retain highly skilled individualsAnalysis, the Summary Compensation Table and to provide additional incentives to achieve NI's goals. We ask the stockholders to approve the 2020 Incentive Plan. The Board of Directors has not determined what action it will take if the proposal is not approved by the stockholders.
Summary of the 2020 Incentive Planother related tables and disclosure.
The following paragraphs provide a summary of the principal features of the 2020 Incentive PlanSay-on-Pay vote is advisory, and its operation. The following summary is qualified by, and should be read together with, the complete copy of the 2020 Incentive Plan set forth in Exhibit A.
Grants of Awards. The 2020 Incentive Plan provides for the grant of the following types of Awards: (i) restricted stock and (ii) restricted stock units, collectively referred to as “Awards.” Awards may be granted under the 2020 Incentive Plan to employees, directors and consultants oftherefore not binding on NI, and of any parent or subsidiary entity. Subject to the terms of the 2020 Incentive Plan, including the Administrator’s authority to delegate its authority, the Administrator has the sole discretion to determine which service providers will receive Awards, to determine the terms and conditions of those Awards, and to approve forms of agreement for use under the 2020 Incentive Plan.
As of March 6, 2020, approximately 4,959 persons, including approximately 4,947 employees, 5 executive officers and 7 non-employee directors were eligible to receive awards under the 2020 Incentive Plan.
Number of Shares of Common Stock Available Under the 2020 Incentive Plan. Upon stockholder approval, the 2020 Incentive Plan share reserve will include 4,500,000 shares of NI's common stock plus (i) the number of shares which have been reserved but not issued under the 2015 Incentive Plan, the 2010 Incentive Plan and the 2005 Incentive Plan as of the Annual Meeting Date, and (ii) any shares returned to the 2015 Incentive Plan, the 2010 Incentive Plan or the 2005 Incentive Plan, as a result of the expiration or termination of Awards, or the forfeiture or repurchase of the underlying shares, after the Annual Meeting Date.
If any Award granted under the 2020 Incentive Plan expires, is surrendered pursuant to an exchange program or otherwise terminates, or if any restricted shares are otherwise forfeited or repurchased by the company, the shares subject to such Award will become available for future Award grants under the 2020 Incentive Plan. Additionally, shares used to satisfy the tax withholding obligations of an Award will become available for future grant under the 2020 Incentive Plan.
​​
53
​​

TABLE OF CONTENTS

Adjustment of Reserve and Awards. The number of shares authorized and available for issuance under the 2020 Incentive Plan (and represented by outstanding Awards) shall be adjusted in the event of a stock split, stock dividend, recapitalization, reorganization or similar action.
Administration of the 2020 Incentive Plan. The 2020 Incentive Plan will be administered by the Board, the Compensation Committee, or another committeeour Board. However, our Board and our Compensation Committee value the opinions of the Board (the “Administrator”). The Administrator may, in its discretionour stockholders and to the extent permitted by applicable laws, delegate to a committee, including, but not limited to, one comprised of one or more executive officers of NI,there is any significant vote against the authority to grant one or more Awards, without further approval of the Administrator. To qualify grants to certain NI officers and employeesNamed Executive Officer compensation as exempt from Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”), however, the members of such committee must qualify as “non-employee directors” under Rule 16b-3 (“Non-Employee Directors”).
Restricted Stock. Awards of restricted stock resultdisclosed in the issuance of shares of NI common stock to the recipient, which vest in accordance with the terms and conditions established by the Administrator. Each Award of restricted stockthis Proxy Statement, we will be evidenced by a written agreement between NIconsider our stockholders’ concerns and the participant specifying the number of shares subjectCompensation Committee will evaluate whether any actions are necessary to the Awardaddress those concerns. The Say-on-Pay vote is conducted annually, and the other terms and conditions of the Award as determined by the Administrator. Generally, shares of restricted stocknext such vote will be held by NI in an escrow account until the restrictions on the shares of restricted stock have lapsed. Unless otherwise determined by the Administrator, holders of restricted stock subject to restrictions may exercise voting rights and will be entitled to dividends paid on shares during the restriction period.
Restricted Stock Units. The Administrator may grant restricted stock units, which represent a right to receive cash, shares, or a combination of both at a future date. Restricted stock units will result in a payment to a participant only if the performance goals or other vesting criteria are achieved or the Awards otherwise vest in accordance with their terms. Earned restricted stock units may be paid out in cash, shares of common stock or any combination thereofoccur at the sole discretion2022 annual meeting of the Administrator.
Performance Goals. In the Administrator’s discretion, Awards granted under the 2020 Incentive Plan may be made subject to the attainment of performance goals, which may include achievement of company-wide, business unit, or individual goals and which may differ from participant to participant and from Award to Award.
Transferability of Awards. Generally, and unless otherwise determined by the Administrator, no Award granted under the 2020 Incentive Plan may be transferred other than by the laws of descent and distribution and all rights with respect to an Award will generally be available only to the participant receiving such Award.
Change in Control. In the event of a Change in Control (as defined in the 2020 Incentive Plan), all outstanding and unvested equity awards will be treated as determined by the Administrator, including that each award be assumed or substituted by the successor corporation; provided, that, in the event the successor corporation does not assume or substitute awards, the restriction period of any award of restricted stock or restricted stock units shall immediately be accelerated and the restrictions shall expire. Following any such assumption or substitution of awards, if an employee is terminated without Cause (as defined in the 2020 Incentive Plan) within twenty-four (24) months following the change in control, then the vesting of such employee’s awards will accelerate and the restricted stock units will immediately become fully vested.
Restructuring. The Award is not affected by a Restructuring (as defined in the 2020 Incentive Plan) that does not occur in connection with a Change in Control, unless otherwise determined by the Administrator in accordance with the terms of the 2020 Incentive Plan.
Amendment and Termination of the 2020 Incentive Plan. The Administrator will have the authority to amend, alter, suspend or terminate the 2020 Incentive Plan, except that stockholder approval will be required to the extent necessary to comply with any applicable laws. Any amendment, alteration, suspension or termination will not, without the consent of the participant, impair the rights or obligations under any Award granted under the 2020 Incentive Plan. The 2020 Incentive Plan will terminate upon NI’s Annual Meeting of Stockholders held in 2025 but no later than December 31, 2025, unless terminated earlier by the Administrator.
Number of Awards Granted
The number of Awards that any employee, consultant or director receives is in the discretion of the Administrator and cannot be determined in advance (other than awards for non-employee directors described in the section titled “Board Compensation—Restricted Stock Unit Awards” above). Future Awards that would be received under the 2020 Incentive Plan by an employee, consultant or director are discretionary and are therefore not determinable at this time.
​​
54
​​

TABLE OF CONTENTS

We have not approved any Awards that are conditioned on stockholder approval of the 2020 Incentive Plan. If stockholders approve the 2020 Incentive Plan at the Annual Meeting, it is expected that each individual continuing as a non-employee director will receive a grant described in the section titled “Board Compensation—Restricted Stock Unit Awards” above.
The following table sets forth information with respect to the grant of RSUs and PRSUs under the 2015 Incentive Plan during fiscal 2019 (no other type of award was granted under the 2015 Incentive Plan during fiscal 2019) to each of our named executive officers during fiscal 2019 (with roles held during 2019), all current executive officers as a group, all current Non-Employee Directors as a group, and all employees who are not executive officers as a group:
​
Name of Individual or Group
​​
RSUs
Granted (#)
​​
Grant Date
Fair Value of
RSUs
​​
PRSUs
Granted (#)(1)
​​
Grant Date
Fair Value of
PRSUs ($)
​
​
Alexander M. Davern
Former Chief Executive Officer
​​
53,000
​​
$2,343,660
​​
106,000
​​
$4,687,320
​
​
Eric H. Starkloff
President and Chief Executive Officer
​​
16,625
​​
​762,589
​​
33,250
​​
​1,525,178
​
​
Karen M. Rapp
Executive Vice President, Chief Financial Officer and
Treasurer
​​
13,006
​​
​596,585
​​
26,012
​​
​1,193,170
​
​
Scott A. Rust
Senior Vice President, Global Product Research and
Development
​​
8,482
​​
​389,069
​​
16,964
​​
​778,139
​
​
John C. Roiko
Vice President, Finance and Chief Accounting Officer
​​
1,696
​​
​77,796
​​
3,392
​​
​155,591
​
​
All current executive officers as a group (5 people)
​​
77,297
​​
​3,554,181
​​
76,226
​​
​3,496,487
​
​
All current non-employee directors as a group (7 people)
​​
29,592
​​
​1,400,293
​​
—
​​
—
​
​
All employees who are not executive officers as a group
​​
1,106,689
​​
​50,863,360
​​
109,392
​​
​4,842,911
​
(1)
Amounts indicated are based on maximum achievement of the applicable performance goals.
Federal Tax Aspects
The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2020 Incentive Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular individual may be different.
Restricted Stock Awards. There are no immediate tax consequences of receiving an Award of restricted stock for which the recipient does not make an 83(b) election pursuant to the Code. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. However, the participant may elect, pursuant to Code Section 83(b), to be taxed on the fair market value of the shares on the grant date. Upon subsequent sale of the shares, the participant will recognize gain or loss equal to the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, and such amount will be taxed as short-term or long-term capital gain or loss depending on the holding period for such shares.
Restricted Stock Units. There are no immediate tax consequences of receiving an Award of restricted stock units. A participant who is awarded restricted stock units will be required to recognize ordinary income in an amount equal to the fair market value of the shares issued or cash paid to such participant on the settlement date (i.e. generally, shortly following the vesting event). Any additional gain or loss recognized upon any later disposition of any shares received would be short-term or long-term capital gain or loss depending on the holding period for such shares.
Section 409A. Code Section 409A provides requirements for non-qualified deferred compensation arrangements. If an Award is subject to and fails to satisfy the requirements of Code Section 409A, the recipient of that Award may recognize ordinary income on the amounts deferred under the Award, to the extent vested, which may be prior to when
​​
55
​​

TABLE OF CONTENTS

the compensation is actually or constructively received. Also, if an Award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Restricted stock is not subject to Code Section 409A. The RSU Awards will generally be designed with the intent to be exempt from Code Section 409A.
Medicare Surtax. A participant’s annual “net investment income”, as defined in Section 1411 of the Code, may be subject to a 3.8% federal surtax (generally referred to as the “Medicare Surtax”). Net investment income may include capital gain and/or loss arising from the disposition of shares issued under an Award. Whether a participant’s net investment income will be subject to the Medicare Surtax will depend on the participant’s level of annual income and other factors.
Tax Effect for NI. NI generally will be entitled to an income tax deduction in connection with an Award under the 2020 Incentive Plan at the time the participant recognizes such income (for example, the vesting of restricted stock). The amount of such tax deduction generally equals the amount of ordinary income realized by a participant. Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.stockholders.
Vote Required; Recommendation of the Board of Directors
Approval of the National Instruments Corporation 2020 Equity Incentive PlanNI’s executive compensation program requires the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote who are present, in person or by proxy, on the proposal.
The Board of Directors unanimously recommends a vote “FOR” the approval of the National Instruments Corporation 2020 Equity Incentive Plan.Corporation's Executive Compensation Program, as described in this Proxy Statement.
 
​​
5651
​​

TABLE OF CONTENTS

PROPOSAL THREE: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The charter of our Audit Committee provides that the Audit Committee shall appoint, compensate, retain and oversee NI’s independent registered public accounting firm. The Audit Committee has selected Ernst & Young LLP (“E&Y”) as NI’s independent registered public accounting firm for the fiscal year ending December 31, 2020.2021. The Board of Directors is asking the stockholders to ratify this appointment. The affirmative vote of a majority of the shares represented and voting at the Annual Meeting is required to ratify the selectionappointment of E&Y, which has served as NI’s independent registered public accounting firm since June 2005.
In the event the stockholders fail to ratify the appointment, our Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of NI and NI’s stockholders.
A representative of E&Y is expected to be available at the Annual Meeting to make a statement if such representative desires to do so and to respond to appropriate questions.
Audit Fees
The aggregate fees billed for professional services rendered for the integrated audits of NI’s annual financial statements for the fiscal years ended December 31, 20192020 and 2018,2019, for the reviews of the financial statements included in NI’s Quarterly Reports on Form 10-Q for those fiscal years, for the audit of NI’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for those fiscal years, and for statutory audits in various countries were approximately $1,675,000$1,892,000 and $1,883,000,$1,675,000, respectively.
Audit-Related Fees
Audit-related fees for 2020 and 2019 were $5,000. There were no fees billed for audit-related services in 2018.$0 and $5,000, respectively.
The services rendered related to professional services that are reasonably related to the performance of the world-wide audit or review of NI's financial statements.
Tax Fees
The aggregate fees billed for professional tax services rendered for 20192020 and 20182019 were approximately $490,000$1,003,000 and $440,000,$490,000, respectively. Included in the foregoing tax fees are such services as tax compliance, tax advice and tax planning.
All Other Fees
There were no fees billed for other services in 20192020 or 2018.2019.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee’s policy is to pre-approve all services provided by NI’s independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee may also pre-approve particular services on a case-by-case basis. The independent registered public accounting firm is required to periodically report to the Audit Committee regarding the extent of services provided by such firm in accordance with such pre-approval. The Audit Committee may also delegate pre-approval authority to one of its members. Such member(s) must report any decisions to the Audit Committee at the next scheduled meeting. During 2020 and 2019, the Audit Committee approved in advance all audit, audit-related, and tax services to be provided by E&Y. E&Y has not performed any “prohibited activities” as such term is defined in Section 201 of the Sarbanes Oxley Act of 2002.
​​
52
​​

TABLE OF CONTENTS

Vote Required; Recommendation of the Board of Directors
Ratification of the appointment of E&Y as National Instruments Corporation’s independent registered public accounting firm requires the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote who are present, in person or by proxy, on the proposal.
Upon the recommendation of the Audit Committee, the Board of Directors unanimously recommends a vote “FOR” the ratification of the Appointment of E&Y as National Instruments Corporation's Independent Registered Public Accounting Firm.Firm for the fiscal year ending December 31, 2021.
 
​​
57
​​

TABLE OF CONTENTS

PROPOSAL FOUR: APPROVAL OF EXECUTIVE COMPENSATION
The Dodd-Frank Act enables our stockholders to vote to approve, on an advisory (non-binding) basis, pursuant to Section 14A of the Exchange Act, the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with the SEC’s rules (commonly referred to as a “Say-on-Pay”).
As described under the heading “Executive Compensation—Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, retain and motivate our Named Executive Officers, who are critical to our success. We believe that the various elements of our executive compensation program work together to promote our goal of ensuring that total compensation should be related to both NI’s performance and individual performance.
Stockholders are urged to read the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement, which discusses how our executive compensation policies implement our compensation philosophy, and the “Executive Compensation—Summary Compensation Table” section of this Proxy Statement, which contains tabular information and narrative discussion about the compensation of our Named Executive Officers and additional details about our executive compensation programs, including information about fiscal year 2019 compensation of our Named Executive Officers. The Compensation Committee and the NI Board of Directors believe that these policies are effective in implementing our compensation philosophy and in achieving its goals.
We are asking our stockholders to indicate their support for our executive compensation as described in this Proxy Statement. This Say-on-Pay proposal gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we are asking our stockholders to approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.
The Say-on-Pay vote is advisory, and therefore not binding on NI, the Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. The Say-on-Pay vote is conducted annually, and the next such vote will occur at the 2021 Annual Meeting of Stockholders.
Vote Required; Recommendation of the Board of Directors
Approval of NI’s executive compensation program requires the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote who are present, in person or by proxy, on the proposal.
The Board of Directors unanimously recommends a vote “FOR” the approval of the National Instruments Corporation's Executive Compensation Program, as described in this Proxy Statement.
​​
5853
​​

TABLE OF CONTENTS

CODE OF ETHICS
In February 2012, NI’sour Board of Directors adopted a Code of Ethics that applies to all directors and employees, including NI’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics incorporated several corporate policies which had been in effect since 1994.
The Code of Ethics is available on NI’s website at www.ni.com/nati/corporategovernance/code_of_ethics.htm. The Code of Ethics and its incorporated corporate policies are updated from time to time and were most recently updated in July 2020. NI intends to disclose future material amendments to provisions of the Code of Ethics, or waivers of such provisions granted to executive officers, on NI’s website within four business days following the date of such amendment or waiver.
OTHER MATTERS
NI knows of no other matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed proxy to vote the shares they represent as the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
/s/
R. Eddie Dixon, Jr.
Chief Legal Officer, Senior Vice President & Secretary
Austin, Texas
March 24, 202029, 2021
 
​​
5954
​​

TABLE OF CONTENTS

Exhibit AForward Looking Statements
NATIONAL INSTRUMENTS CORPORATION
2020 Equity Incentive Plan
(This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as approved byamended, and Section 21E of the Board of Directors,Exchange Act that are subject to stockholder approval)
risks and uncertainties. Any statements contained herein regarding our future financial performance, operations, or other matters (including, without limitation, statements regarding being confident in the strength of our operating model and remaining optimistic about our position to capture long-term growth opportunities as we continue to enhance our offerings in key focus areas; this year having been a stress test of our strategy, and it proved resilient; standing out in the market and stronger positioning of our software differentiation in areas of data analytics, cloud and the use of artificial intelligence to modernize our category; seeing momentum build; our ability to sustainably grow and generate profit delivering value to our customers, employees, stockholders, and community; customers, employees, community and stockholders benefitting, including stockholders benefitting from receiving a solid return on the investment they make in us; statements to the effect that we “believe,” “expect,” “plan,” “may,” “will,” “intend to,” “continue,” “seek to,” “commit to,” “focus on,”; statements of “goals,” “initiatives,” “commitments,” “strategy” (including our “Corporate Impact Strategy”), “focus” or “visions”; or other variations thereof or comparable terminology or the negative thereof) should be considered forward-looking statements. All forward-looking statements are based on current expectations and projections of future events. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not guarantees of performance and actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors which could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements, including risks and uncertainties related to the COVID-19 virus and further economic and market disruptions resulting from COVID-19; further adverse changes or fluctuations in the global economy; further adverse fluctuations in our industry; foreign exchange fluctuations; changes in the current global trade regulatory environment; fluctuations in customer demands and markets; fluctuations in demand for our products including orders from our large customers; component shortages; delays in the release of new products; our ability to effectively manage our operating expenses; manufacturing inefficiencies and the level of capacity utilization; the impact of any recent or future acquisitions or divestitures by NI (including the ability to successfully operate or integrate the acquired company’s business into NI, the ability to retain and integrate the acquired company’s employees into NI, and the ability to realize the expected benefits of the acquisition); our ability to achieve the benefits of employee restructuring plans and possible changes in the size and timing of the related charges; cyber-attacks; expense overruns; and adverse effects of price changes or effective tax rates. We direct readers to our Form 10-K for the year ended December 31, 2020 and the other documents we file with the SEC for other risks associated with our future performance. Actual results could differ materially from those stated or implied by our forward-looking statements. You should not place undue reliance on any of these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
​​
 
​​

TABLE OF CONTENTS

NATIONAL INSTRUMENTS CORPORATION
2020 EQUITY INCENTIVE PLAN
1. Purposes of the Plan. The purposes of this Plan are:
to attract and retain the best available personnel for positions of substantial responsibility,
to provide incentives to individuals who perform services to the Company, and
to promote the success of the Company’s business.
The Plan permits the grant of Restricted Stock and Restricted Stock Units.
2. Definitions. As used herein, the following definitions will apply:
(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.
(b) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.
(c) “Award” means, individually or collectively, a grant under the Plan of Restricted Stock or Restricted Stock Units.
(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
(e) “Board” means the Board of Directors of the Company.
(f) “Cause” means (i) the commission of any act of fraud, embezzlement or theft by the Participant in connection with such Participant’s responsibilities as a Service Provider; (ii) conviction of, or a plea of “guilty” or “nolo contendere” to, a felony under the laws of the United States or any state thereof or a comparable offense under Applicable Laws for non-U.S. Service Providers; (iii) any unauthorized use or disclosure by Participant of proprietary information or trade secrets of the Company (or any Parent or Subsidiary); (iv) a willful act by Participant which constitutes misconduct and is materially injurious to the Company (or any Parent or Subsidiary); or (v) continued violations by Participant of Participant’s obligations to the Company after there has been delivered to the Service Provider a written demand for performance from the Company.
(g) “Change in Control” means the occurrence of any of the following events:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities; or
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or
(iii) A change in the composition of the Board as a result of which fewer than a majority of the directors are Incumbent Directors; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
​​
A-1
​​

TABLE OF CONTENTS

(h) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
(i) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.
(j) “Common Stock” means the common stock of the Company.
(k) “Company” means National Instruments Corporation, a Delaware corporation, or any successor thereto.
(l) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary of the Company to render services to such entity.
(m) “Director” means a member of the Board.
(n) “Disability” shall have the meaning given it in the employment agreement of the Participant; provided, however, that if that Participant has no employment agreement, “Disability” shall mean, as determined by the Administrator in the sole discretion exercised in good faith of the Board, a physical or mental impairment of sufficient severity that either the Participant is unable to continue performing the duties he or she performed before such impairment or the Participant’s condition entitles him or her to disability benefits under any insurance or employee benefit plan of the Company or its Subsidiaries and that impairment or condition is cited by the Company as the reason for termination if the Participant ceases to be a Service Provider.
(o) “Employee” means any person, including Officers and Directors, employed by the Company or a Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.
(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(q) “Exchange Program” means a program under which outstanding Awards are surrendered or cancelled in exchange for Awards of the same type, a different type of award, and/or cash. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.
(r) “Fair Market Value” means, as of any date, the value of Common Stock as the Administrator may determine in good faith.
(s) “Fiscal Year” means the fiscal year of the Company.
(t) “Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).
(u) “Non-Surviving Event” means an event of Restructuring as described in Section 2(dd)(ii).
(v) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(w) “Outside Director” means a Director who is not an Employee.
(x) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(y) “Participant” means the holder of an outstanding Award.
(z) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.
(aa) “Plan” means this 2020 Equity Incentive Plan.
(bb) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 6 of the Plan.
​​
A-2
​​

TABLE OF CONTENTS

(cc) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 7. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
(dd) “Restructuring” means the occurrence of any one or more of the following:
(i) The merger or consolidation of the Company with any person, whether effected as a single transaction or a series of related transactions, with the Company remaining the continuing or surviving entity of that merger or consolidation and the Shares remaining outstanding and not changed into or exchanged for stock or other securities of any other person or of the Company, cash, or other property; or
(ii) The merger or consolidation of the Company with any person, whether effected as a single transaction or a series of related transactions, with (i) the Company not being the continuing or surviving entity of that merger or consolidation or (ii) the Company remaining the continuing or surviving entity of that merger or consolidation but all or a part of the outstanding Shares are changed into or exchanged for stock or other securities of any other person or the Company, cash, or other property.
(ee) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.
(ff) “Section 16(b)” means Section 16(b) of the Exchange Act.
(gg) “Section 409A” means Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.
(hh) “Service Provider” means an Employee, Director or Consultant. The Administrator shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be a Service Provider and the effective date of such individual’s status as, or cessation of status as, a Service Provider. For purposes of an individual’s rights, if any, under the Plan as of the time of the Administrator’s determination, all such determinations by the Administrator shall be final, binding and conclusive.
(ii) “Share” means a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan.
(jj) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
(kk) “Voting Securities” means any securities that are entitled to vote generally in the election of Directors, in the admission of general partners or in the selection of any other similar governing body.
3. Stock Subject to the Plan.
(a) Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares that may be awarded and sold under the Plan is 4,500,000 plus (i) such number of Shares which have been reserved but not issued under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), the Company’s 2010 Incentive Plan (the “2010 Plan”) and the Company’s 2005 Incentive Plan (the “2005 Plan”) as of the date stockholders approve the Plan, and (ii) any Shares subject to awards under the Company’s 2015 Plan, 2010 Plan or 2005 Plan that, after the date stockholders approve the Plan, expire or otherwise terminate without having been vested in full or Shares issued under such plans that are forfeited to or repurchased by the Company due to failure to vest. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. The Shares may be authorized, but unissued, or reacquired Common Stock.
(b) Lapsed Awards. If an Award expires, is surrendered pursuant to an Exchange Program, is forfeited to or repurchased by the Company or otherwise terminates, the forfeited, repurchased or unissued Shares which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the tax withholding obligations related to an Award or the purchase price of an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.
​​
A-3
​​

TABLE OF CONTENTS

(c) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.
(ii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.
(iii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws. The Administrator may, in its discretion and to the extent permitted by Applicable Laws, delegate to a Committee, including but not limited to, a Committee comprised of one or more Officers, the authority to grant one or more Awards, without further approval of the Administrator, on such terms and conditions as the Administrator, in its discretion, deems appropriate. To the extent of any delegation by the Administrator, references to the Administrator in the Plan and any Award Agreement shall be deemed also to include reference to the applicable delegate(s).
(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Awards may be granted hereunder;
(iii) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms may include, but are not limited to, performance goals applicable to an Award, which may differ from Participant to Participant and from Award to Award;
(iv) to approve forms of agreement for use under the Plan;
(v) to institute an Exchange Program;
(vi) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;
(viii) to modify or amend each Award (subject to Section 16(c) of the Plan);
(ix) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 12 of the Plan;
(xi) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award pursuant to such procedures as the Administrator may determine; and
(xii) to make all other determinations deemed necessary or advisable for administering the Plan.
(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.
(d) No Liability. Under no circumstances shall the Company, its Parent or Subsidiary companies, the Administrator, or the Board incur liability for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Company’s, its Parent or Subsidiary companies’, the Administrator’s or the Board’s roles in connection with the Plan.
​​
A-4
​​

TABLE OF CONTENTS

5. Eligibility. Restricted Stock and Restricted Stock Units may be granted to Service Providers.
6. Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the Company as escrow agent until the restrictions on such Shares have lapsed.
(c) Transferability. Except as provided in this Section 6, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.
(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.
(e) Removal of Restrictions. Except as otherwise provided in this Section 6, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its sole discretion, may reduce or waive any restrictions for such Award and may accelerate the time at which any restrictions will lapse or be removed.
(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise any voting rights with respect to those Shares, unless the Administrator determines otherwise.
(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive any cash dividends paid with respect to such Shares, unless the Administrator determines otherwise. During the Period of Restriction, if dividends or distributions are paid in Shares, Service Providers holding Shares of Restricted Stock will be entitled to such dividends or distributions. The Shares received pursuant to any such dividend or distribution will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were issued.
(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.
7. Restricted Stock Units.
(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in writing or electronically of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units and the form of payout, which, subject to Section 7(d), may be left to the discretion of the Administrator.
(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.
(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed.
(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) set forth in the Award Agreement. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof.
​​
A-5
​​

TABLE OF CONTENTS

(e) Cancellation. On the date set forth in the Restricted Stock Unit Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.
8. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise and except as required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary.
9. Outside Director Limitations. No Outside Director may be granted, in any Fiscal Year, Awards covering more than 20,000 Shares. Any Awards provided to an individual for his or her services as an Employee, or for his or her services as a Consultant other than an Outside Director, will be excluded for purposes of this Section 9.
10. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.
11. Adjustments; Dissolution or Liquidation; Merger or Change in Control.
(a) Adjustment of Awards and Authorized Shares. The terms of an Award and the number of Shares authorized pursuant to Section 3 for issuance under the Plan and the numerical Share limit set forth in Section 9 shall be subject to adjustment from time to time, in accordance with the following provisions:
(i) If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a stock split, by the issuance of a distribution on Shares payable in Shares, or otherwise) the number of Shares then outstanding into a greater number of Shares, then (i) the maximum number of Shares available for the Plan as provided in Section 3 and the numerical Share limit set forth in Section 9 shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (ii) the number of Shares (or other kind of shares or securities) that may be acquired under any Award shall be increased proportionately, and (iii) the price, if any, for each Share (or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.
(ii) If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, reverse stock split, or otherwise) the number of Shares then outstanding into a lesser number of Shares, then (i) the maximum number of Shares available for the Plan as provided in Section 3 and the numerical Share limit set forth in Section 9 shall be decreased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (ii) the number of Shares (or other kind of shares or securities) that may be acquired under any Award shall be decreased proportionately, and (iii) the price, if any, for each Share (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price, if any, or value as to which outstanding Awards remain exercisable or subject to restrictions.
(iii) Whenever the number of Shares subject to outstanding Awards and the price, if any, for each Share subject to outstanding Awards are required to be adjusted as provided in this Section 11(a), the Administrator shall promptly prepare a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Shares, other securities, cash, or property purchasable subject to each Award after giving effect to the adjustments. The Administrator shall promptly give each Participant such a notice.
(iv) Adjustments under Sections 11(a)(i) and 11(a)(ii) shall be made by the Administrator, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under the Plan on account of any such adjustments.
(v) Except as set forth in Sections 11(a)(i) and 11(a)(ii), in the event that any dividend or other distribution (whether in the form of Shares, other securities, or other property), recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the
​​
A-6
​​

TABLE OF CONTENTS

Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its sole discretion) adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limit set forth in Section 9.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction.
(c) Change in Control. In the event of a Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award be assumed or an equivalent right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, in the event that the successor corporation does not assume or substitute for the Award, the restriction period of any Award of Restricted Stock or Restricted Stock Units shall immediately be accelerated and the restrictions shall expire, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.
Following such assumption or substitution in connection with a Change in Control, if a Participant’s status as Service Provider is terminated without Cause within twenty four (24) months following the Change in Control, then the restriction period of any Award of Restricted Stock or Restricted Stock Units shall immediately be accelerated and the restrictions shall expire, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.
If a Change in Control involves a Restructuring or occurs in connection with a series of related transactions involving a Restructuring and if such Restructuring is in the form of a Non-Surviving Event and as a part of such Restructuring, stock, other securities, cash, or property shall be issuable or deliverable in exchange for Shares, then the Participant shall be entitled to purchase or receive (in lieu of the Shares that the Participant would otherwise be entitled to purchase or receive), as appropriate for the form of Award, the number of shares, other securities, cash, or property to which that number of Shares would have been entitled in connection with such Restructuring.
Notwithstanding anything in this Section 11(c) to the contrary, if a payment under an Award Agreement is subject to Section 409A of the Code and if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the definition of “change in control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.
(d) Restructuring Without a Change in Control. In the event a Restructuring shall occur at any time while there is any outstanding Award hereunder and that Restructuring does not occur in connection with a Change in Control or a series of related transactions involving a Change in Control, then:
(i) the restriction period of any Award of Restricted Stock or Restricted Stock Units shall not immediately be accelerated, and the restrictions shall not expire, merely because of the occurrence of the Restructuring; and
(ii) at the option of the Administrator, the Administrator may (but shall not be required to) cause the Company to take any one or more of the following actions:
(1) accelerate in whole or in part the expiration of some or all of the restrictions on any Restricted Stock Award;
(2) if the Restructuring is in the form of a Non-Surviving Event, cause the surviving entity to assume in whole or in part any one or more of the outstanding Awards upon such terms and provisions as the Administrator deems desirable; or
(3) redeem in whole or in part any one or more of the outstanding Awards (whether or not then exercisable) in consideration of a cash payment, as such payment may be reduced for tax withholding obligations in an amount equal to the Fair Market Value, determined as of the date immediately preceding the consummation of the Restructuring, of the aggregate number of Shares subject to the Award and as to which the Award is being redeemed.
​​
A-7
​​

TABLE OF CONTENTS

The Company shall promptly notify each Participant of any election or action taken by the Company under this Section 11(d). In the event of any election or action taken by the Company pursuant to this Section 11(d) that requires the amendment or cancellation of any Award Agreement as may be specified in any notice to the Participant thereof, that Participant shall promptly deliver that Award Agreement to the Company in order for that amendment or cancellation to be implemented by the Company and the Administrator. The failure of the Participant to deliver any such Award Agreement to the Company as provided in the preceding sentence shall not in any manner affect the validity or enforceability of any action taken by the Company and the Administrator under this Section 11(d), including without limitation any redemption of an Award as of the consummation of a Restructuring. Any cash payment to be made by the Company pursuant to this Section 11(d) in connection with the redemption of any outstanding Awards shall be paid to the Participant thereof currently with the delivery to the Company of the Award Agreement evidencing that Award; provided, however, that any such redemption shall be effective upon the consummation of the Restructuring notwithstanding that the payment of the redemption price may occur subsequent to the consummation. If all or any portion of an outstanding Award is to be accelerated upon or after the consummation of a Restructuring that does not occur in connection with a Change in Control and is in the form of a Non-Surviving Event, and as a part of that Restructuring shares of stock, other securities, cash, or property shall be issuable or deliverable in exchange for Shares, then the Participant shall thereafter be entitled to purchase or receive (in lieu of the number of Shares that the Participant would otherwise be entitled to purchase or receive) the number of shares of stock, other securities, cash, or property to which such number of Shares would have been entitled in connection with the Restructuring and such Award shall be subject to adjustments that shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 11.
(e) Notice of Restructuring. The Company shall attempt to keep all Participants informed with respect to any Restructuring or of any potential Restructuring to the same extent that the Company’s stockholders are informed by the Company of any such event or potential event.
12. Tax
(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).
(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the amount required to be withheld, (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences as the Administrator determines in its sole discretion, or (d) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.
(c) Compliance With Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A.
​​
A-8
​​

TABLE OF CONTENTS

13. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
14. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.
15. Term of Plan. Subject to Section 19 of the Plan, the Plan will become effective upon approval of the Plan by the stockholders of the Company at the 2020 annual stockholder meeting. It will continue in effect until the Company’s annual stockholder meeting in 2025, but in no event beyond December 31, 2025, unless terminated earlier under Section 16 of the Plan.
16. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.
(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
17. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
18. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.
19. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.
20. Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to the reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will be subject to the Company’s clawback policy as may be established and/or amended from time to time (the “Clawback Policy”). The Administrator may require a Participant to forfeit, return or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws.
​​
A-9
​​

TABLE OF CONTENTS


 

TABLE OF CONTENTS