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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:

Check the appropriate box:
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Preliminary Proxy Statement
 ☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒​​
Definitive Proxy Statement
 ☐
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Definitive Additional Materials
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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):

Payment of Filing Fee (Check all boxes that apply):
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No fee required
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​No fee required.​
Fee paid previously with preliminary materials
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Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4)(1) 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:

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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.
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LOGO

NATIONAL INSTRUMENTS CORPORATION

Notice of 2018

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Proxy Statement
National Instruments Corporation | 2023 Annual Meeting of Stockholders

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Date and Time:

Tuesday, May 8, 2018

9:00 A.M., local time

Place:

NI’s principal executive offices

11500 North Mopac Expressway, Building C

Austin, Texas 78759

Business:1.   To elect each of Charles J. Roesslein,Duy-Loan T. Le, and Gerhard P. Fettweis to the

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Letter to our Stockholders from
our Board Chair and our Chief Executive Officer and President
March 27, 2023
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 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 9, 2023, at 9:00 a.m., Central Daylight Time. A notice of the meeting and our 2023 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/‌NATI2023. 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 virtual meeting in real-time 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 at the meeting (electronically), 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,
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Michael E. McGrath
Board Chair
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Eric H. Starkloff
CEO and President
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Notice of 2023 Annual
 
Meeting of Stockholders
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Meeting Information

Date & Time
Tuesday, May 9, 2023
9:00 a.m., CDT

Location
Via live webcast by visiting the following website:
www.virtualshareholdermeeting.com/NATI2023

Record Date
March 13, 2023
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How to Vote
Your vote is important! Please vote your shares at the meeting (electronically) or in one of the following ways:
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By Internet
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By Phone
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By Mail
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By Mobile Device
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Visit the website listed in your notice of internet availability of proxy materials or your proxy or voting instruction form
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Call the toll-free voting number in your voting materials
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Mail your completed and signed proxy or voting instruction form
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Scan the QR Barcode on your voting materials
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Items of Business
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1
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Elect the director nominees named in our proxy statement for a term of three years.
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Approve, on an advisory (non-binding) basis, National Instruments Corporation's executive compensation program.
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2.   To ratify​​
Approve, on an advisory (non-binding) basis, the frequency of stockholder votes on National Instruments Corporation’s executive compensation program.
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Ratify the appointment of Ernst & Young LLP as NI’sthe National Instruments Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2023.
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​3.   To consider and approve an advisory(non-binding) proposal concerning our executive compensation program.
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4.   To transact such
Consider any other business as may properly comebrought before the meeting or any adjournment thereof.meeting.
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By Order of our Board of Directors,
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R. Eddie Dixon, Jr.
Chief Legal Officer, Senior Vice President & Secretary
March 27, 2023
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Record Date:Only stockholders of record at
Important Notice Regarding the close of business on March 9, 2018, are entitled to receive notice of and to vote at the meeting.
Voting By Proxy:

All stockholders are cordially invited to attend the Annual Meeting in person. However, whether or not you plan to attend the Annual Meeting, 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 Internet, telephone, or by completing, signingof Stockholders to be Held on May 9, 2023: National Instruments Corporation’s 2023 Proxy Statement and dating your proxy card and mailing it inAnnual Report to Stockholders for the postage-prepaid envelope enclosed for that purpose, in each case 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, if you do not attend in person. 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.

Stockholders attending the Annual Meeting may vote in person even if they have submitted a proxy. However, if you have submitted a proxy and wish to vote at the Annual Meeting, you must notify the inspector of elections of your intention to revoke the proxy you previously submitted and instead vote in person at the Annual Meeting. If your sharesyear ended December 31, 2023 are held in the name of a broker, trustee, bank or other nominee, please bring a proxy from the broker, trustee, bank or other nominee with you to confirm you are entitled to vote the shares.

available at:
www.virtualshareholdermeeting.com/NATI2023
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Sincerely,

/s/ David G. Hugley

Vice President, General Counsel, Secretary

This Notice and the accompanying Proxy Statement, 2022 Annual Report, and Proxy Card or voting instruction form were first made available to stockholders beginning on March 29, 2018

27, 2023. You may vote if you owned shares of our common stock at the close of business on March 13, 2023, the record date for notice of and voting at our Annual Meeting.

PROXY STATEMENT

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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
In 1976 we started a business to connect instruments with software and personal computers that transformed how engineers test and measure technological innovations. Decades later that vision continues to drive our call for companies to Engineer Ambitiously. NI’s enterprise approach to test combines our deep expertise with software that connects systems and data. This approach is revolutionizing how enterprises use test insights to drive their product and business performance. We are always pushing to create new technology that empowers our customers to solve the world’s toughest challenges.
We continue to experience strong demand from our customers across all geographic regions and end markets that we serve, with the value of total orders during 2022 increasing by approximately 10% compared to the same period in 2021. We remain focused on key areas our customers are investing in, such as wireless semiconductors and electronics, vehicle electrification and active safety systems. While we expect to continue experiencing some challenges related to supply chain constraints, we are optimistic about our ability to maintain competitive lead times while continuing to maintain higher backlog levels, and we remain committed to our target of delivering at least 300 bps of non-GAAP operating margin improvement in 2023.
Our Strategy
Our overarching goal is to be the leader in software-connected automated test and automated measurement systems. This core strategic vision provides a framework to help us achieve our financial goals of accelerated growth and enhanced profitability by:
Delivering value that gives our customers a competitive advantage;
Providing differentiated adaptable software-connected test systems based on open software and modular hardware, including cloud-enabled capabilities;
Focusing on industry-specific applications that benefit most from our differentiation;
Enhancing our software, systems and data offerings to more fully meet customers' enterprise-wide challenges; and
Aligning resources to the critical needs of our growth strategy to drive efficiency in our cost structure.
We are deliberate about the market opportunities we pursue to accelerate growth by targeting 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 success of our customers, employees, community, and stockholders.
We utilize our expertise to partner with engineers and enterprises around the world to push the limits of innovation. We help our customers solve current and future test challenges, and reach speed, scale and efficiency across their product development cycle.
Business Evolution
Our business has undergone a transformation to improve performance, enhance customers engagements, and align investments to high growth opportunities. We 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
We believe our financial performance in 2022 is a direct result of strategic changes made over the last several years. 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 short- and long-term financial targets.
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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 ambitiously will lead to a high performing global workforce. Our employees are a diverse community of problem-solvers who share a passion for positive impact and personal growth. Everyone brings something unique and is a vital member of an inclusive high performing team. When asked, NIers around the world say that our people are why they work here.
Our employee engagement scores have increased over the last three years when 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.
Our Core Values are the principles that guide the way we behave, the work we do, and the decisions we make. They are the foundation of our culture and determine how we engage with our customers, communities, and each other.
Be Bold: As creative problem solvers, we challenge the status quo and think big to shape the future for ourselves, our customers, our communities, and our planet.
Be Kind: We value different perspectives and seek to help one another be more effective through candid feedback and a supportive community where everyone belongs.
Be Connectors: We are in this together. By sharing viewpoints and collaborating as one, we can sharpen, hone, and propel our best ideas forward.
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 retention.
Value for all our Stakeholders
We are focused on creating long-term value for all our stakeholders. Our ability to accelerate growth 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.
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Corporate Impact
We believe businesses of all kinds should be a leading force for good. This is the right thing to do and is vital to our long-term stability as part of a diverse and interconnected system — our company, our communities, and our planet — that must work together to survive and thrive. Our corporate impact work is critical to fulfilling the promise of NI’s 100-year plan: to deliver consistent, lasting value for all our stakeholders across time.
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Our corporate impact strategy outlines how we will put our people, partners, and products to work to benefit society and the planet. The strategy is based on a materiality analysis and interviews conducted with stakeholders, including NI stockholders, leaders, employees, suppliers, partners, and customers to identify the areas where our potential for impact meets our unique role as test and measurement engineering leaders. It sets out a vision for a more just and sustainable world that is focused on three core ideas: changing the faces of engineering; building an equitable and thriving society; and engineering a healthy planet. We measure our success through 15 ambitious goals for 2030. Progress to these goals and greater details on our corporate impact strategy can be found on our website at www.ni.com/en-us/about-ni/corporate-impact.html.
Proper governance of Environment, Social and Governance (“ESG”) programs and initiatives like these are structured to ensure efforts are truly cross-functional and collaborative while delivering on their goals.
The Board oversees ESG matters through its governance, audit, and compensation committees. Key members of the executive leadership team (“ELT”) provides management guidance through the Corporate Impact Council that meets regularly.
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 fourth quarter of 2022 included requesting calls with our top 20 institutional stockholders. The discussions held with those who accepted our invitation were directed primarily toward the resiliency of our business and the importance of our culture. Topics of discussion included, among others: (i) elevation and progress of diversity initiatives since 2020; (ii) launch of our first Corporate Impact metrics report; (iii) our continued focus on environmental initiatives; and (iv) our executive compensation program.
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.
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.
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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
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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 of this Proxy Statement.
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Our Directors’ Skills and Diverse Qualifications
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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.
Board Diversity Matrix (as of March 13, 2023)
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Our Board is divided into three classes, with the terms of the Class II directors expiring this year. Upon recommendation from the Nomination & Corporate Governance Committee, the Board has nominated Mr. Michael E. McGrath and Mr. Alexander M. Davern for election at the Annual Meeting to serve for a term of three years.
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Michael McGrath
Independent
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Alexander M. Davern
Director
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Age: 73
Director Since: 2014
Committees: Audit, Nomination & Governance
Other Public Boards: 0
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Age: 56
Director Since: 2017
Committees: None
Other Public Boards: 3
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PROXY STATEMENT
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Information Concerning Solicitation and Voting

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General

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Householding of Annual Meeting Materials

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Record Date; Outstanding Shares

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Voting and Solicitation

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Treatment of Abstentions and BrokerNon-Votes

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Tabulation and Reporting of Voting Results
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Revocability of Proxies

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Deadline for Receipt of Stockholder Proposals

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Proposal One: Election of Directors

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General

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Vote Required; Recommendation of the Board of Directors

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Nominees for Election at the Annual Meeting

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Incumbent Directors Whose Terms of Office Continue After Thethe Annual Meeting

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Security Ownership of Certain Beneficial Owners and Management

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Corporate Governance

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Board Meetings and Committees

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Board Leadership Structure; Lead Independent DirectorStructure and Risk Management

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Communications to the Board of Directors

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Audit Committee

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Nomination and& Governance Committee

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Compensation Committee

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Compensation Committee Interlocks and Insider Participation

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Certain Relationships and Related Transactions

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Transactions with Related Persons

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Policy and Procedures for Review, Approval, or Ratification of Related Party Transactions

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Board Compensation

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Determining Compensation forNon-Employee Directors in 20172022

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Discussion of Director Compensation

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Executive Officers

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Executive Compensation

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Compensation Discussion and Analysis

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Overview of Executive Summary
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Chief Financial Officer Transition Announced in December 2022
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2022 Executive Compensation Highlights
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Compensation Philosophy and Objectives

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Determining Executive CompensationCompensation-Setting Process

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Elements of Executive Compensation

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Analysis of Elements of ExecutiveEmployment Arrangements and Post-Employment Compensation

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Performance BasedOther Compensation Policies
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Tax and Financial RestatementAccounting Considerations

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Change of Control Considerations

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Effect of Accounting and Tax Treatment on Compensation Decisions

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Role of Executives in Executive Compensation Decisions

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Compensation Committee Report

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SummaryExecutive Compensation Table and Grants of Plan-Based Awards Table DiscussionTables

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Pension Benefits and Nonqualified Deferred Compensation

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Potential Payments Upon Termination or Change ofin Control

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CEO Pay Ratio Disclosure

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Pay Versus Performance
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Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

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Equity Compensation PlansPlan Information

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Report of the Audit Committee

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Proposal Two: Approval of Executive Compensation Program
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Proposal Three: Approval of Frequency of Stockholder Vote on Executive Compensation
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Proposal Four: Ratification of Independent Registered Public Accounting Firm

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Proposal Three: Approval of Executive Compensation

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Code of Ethics

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Other Matters

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Exhibit AForward Looking Statement

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Annex I – Non-GAAP Financial Measures
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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 20182023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 8, 2018,9, 2023, at 9:00 a.m., local time,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. The Annual Meeting will be held virtually via live webcast at NI’s principal executive offices at 11500 North Mopac Expressway, Building C, Austin, Texas 78759. NI’s telephone number is(512) 338-9119.

www.virtualshareholdermeeting.com/‌NATI2023.

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), NI is now 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 Notice of Internet Availability of Proxy 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 29, 2018.

27, 2023.

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” notices of Internetinternet availability of proxy materials, proxy statements and annual reports. This means that, unless NI has received instructions to the contrary, only one (1) 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 78759-3504,78759, (512) 683-8092,683-5215, 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 9, 201813, 2023 (the “Record Date”) are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, 131,203,627131,496,338 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 threetwo nominees and the threetwo 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.

The affirmative vote of the holders of a majority of the votes cast on the proposalshares of NI common stock that are present at the Annual Meetingmeeting (electronically) or by proxy, and entitled to vote, will be required to approve Proposals Two, Three, and Three.Four.
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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 in person.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.

In addition, NI has retained McKenzie Partners, Inc. to assist with proxy solicitation for an estimated fee of $15,000, plus out-of-pocket expenses.
Treatment of Abstentions and BrokerNon-Votes

Abstentions
Abstentions will be counted for purposes of determining (i) either the presence or absence of a quorum for the transaction of business, and (ii) for purposes of determining the total number of votes cast with respectoutstanding shares entitled to a proposal (other thanvote and voted, at the electionmeeting (electronically) or by proxy, and (iii) for purposes of directors). Accordingly, abstentions will have no effect ondetermining the electionnumber of directors in Proposal One,shares issued and outstanding and entitled to vote. Thus, abstentions will have the same effect as a vote against Proposals Two, Three, and Three.

While brokernon-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, brokernon-votes will not be counted for purposes of determining the number of votes castFour. There is no voting option to abstain with respect to the particular proposal on which the broker has expressly not voted. Thus, brokernon-votes will not affect the outcome of the voting on Proposals One, Two or Three.

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 Two)Four), 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 at the meeting (electronically) or by proxy, with respect to Proposals Two and Three. Accordingly, broker non-votes will have no effect on the outcome of the voting on Proposal One, Two or Three. There will be no broker non-votes with respect to Proposal Four.
Tabulation and Reporting of Voting Results
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 specifically so request by notifying the inspector of elections of your intention to revoke your proxy and vote in person at the Annual Meeting.
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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 20192024 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 2019,2023, stockholder proposals must be received by the Secretary of NI no later than November 29, 2018,27, 2023 and must otherwise comply with the requirements of Rule14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition,Under NI’s amended and restated 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 2024 annual meeting, director nominees constituting up to the greater of (i) 20% of the number of directors serving on the Board as of November 27, 2023 and (ii) 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 first 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 2024 annual meeting would be no earlier than October 28, 2023 and no later than November 27, 2023.

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. Forproxy statement. Except as provided above, for director nominations or other business to be properly brought before NI’s 20192024 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 28, 201926, 2024 and no earlier than December 29, 2018.27, 2023. If the date of NI’s 20192024 annual meeting is advanced or delayed by more than 30 calendar days from the first anniversary date of the 2018this Annual Meeting, youra 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 20192024 annual meeting and (ii) the 10th day following the day NI first publicly announces the date of the 20192024 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 20192024 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 bylawBylaw 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.
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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 eight, with twothree directors in Class I, threetwo directors in Class II, and three directors in Class III.

The terms of office of our Class IIIII directors Mr. Charles J. Roesslein,Ms. Duy-Loan T. Le, and Dr. Gerhard P. Fettweis will expire at the 2018 annual meeting. NI’sAnnual Meeting and include Mr. Michael E. McGrath and Mr. Alexander M. Davern. Our Board of Directors has nominated Mr. Charles J. Roesslein,Ms. Duy-Loan T. Le,Michael E. McGrath and Dr. Gerhard P. FettweisMr. Alexander M. Davern for election at the Annual Meeting as Class IIIII directors to serve for a term of three years.
The terms of office of Class IIII directors Ms. Gayla J. Delly, Dr. James J. TruchardGerhard P. Fettweis, and Mr. John M. BerraMs. Duy-Loan T. Le will expire at the 20192024 annual meeting. The terms of office of our Class III directors Mr. Jeffrey L. Kodosky,James E. Cashman, III, Mr. Michael E. McGrath,Liam K. Griffin, and Mr. Alexander M. DavernEric H. Starkloff will expire at the 20202025 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. Roesslein,Cashman, Ms. Delly, Dr. Fettweis, Mr. Griffin, Ms. Le, Mr. Berra,and Mr. McGrath and Dr. Fettweis is independent under applicable Nasdaq listing standards and Rule10A-3 of the Securities Exchange Act of 1934.

standards.

Vote Required; Recommendation of the Board of Directors

The

Directors shall be elected by a plurality of the votes. Each stockholder will be entitled to vote for two nominees and the two nominees receiving the highestgreatest number of affirmative votes of the shares present in personat the meeting (electronically) 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, but have no legal effect under Delaware law.quorum. Cumulative voting is not permitted by NI’s Certificate of Incorporation.

Under

Pursuant to 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 Ofof Directors unanimously recommends a vote “FOR” the nominees listed below.

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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 threetwo 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 has determined that Mr. Michael E. McGrath is independent under applicable Nasdaq listing standards and Rule 10A-3 of the Exchange 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.

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Charles J. Roesslein, 69

Michael E. McGrath, 73 - Director since July 2000;May 2014; Former Chief Executive Officer of Austin Tele-Services, LLC.

i2 Technologies and Pittiglio Rabin Todd & McGrath, Business Strategy Consultant.

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Business Experience: Mr. RoessleinMcGrath 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 theco-founder 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.
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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 a member of our Nomination & Governance Committee.
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Alexander M. Davern, 56 - Director since January 2017; Former Chief Executive Officer of NI.
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Business Experience: Mr. Davern joined NI in February 1994 and served as Chief Executive Officer from January 2017 to January 2020 and as Strategic Advisor from January 2020 to May 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 US publicly traded company, and is chair of its Audit Committee. Mr. Davern is also a director of FARO Technologies, Inc., a US publicly traded company, and is chair of its Audit Committee, and is Chairman of the Board of ESI-Group, a French public company, and is a member of its Strategic Committee.
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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.
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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.
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James E. Cashman, III, 69 - Director since March 2019; Former Board Chairman of ANSYS, Inc; Former President and Chief Executive Officer of Austin Tele-Services, LLC,ANSYS, Inc.
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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 iswas 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 bachelor’s and master’s degrees in Mechanical Engineering and a master’s degree in Business Administration, all from the secondary market for telecom and IT assets, from 2004 until 2016 when his interests were sold. During 2000,University of Cincinnati. Mr. Roesslein served asCashman is the Chairman of the board of directors of Certara, Inc., a publicly traded company, and is a member of its Compensation and Nominating and Corporate Governance Committees.
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The Board concluded that Mr. Cashman should serve as a director because he brings a wealth of Directorsexperience 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, Compensation Committee and Chair of our Nomination & Governance Committee.
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Gayla J. Delly, 63 - Director since March 2020; Former Chief Executive Officer of Benchmark Electronics, Inc.
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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 is currently a member of the board of directors of Broadcom Inc., a public company, and is a member of its Audit Committee and Nominating and Corporate Governance Committee. Since January 2008, Ms. Delly has served as a member of the board of directors of Flowserve Corporation, a public company, and serves as a member of its Organization and Compensation Committee and chair of its Corporate Governance & Nominating Committee. Ms. Delly previously 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.
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The Board concluded that Ms. Delly should serve as 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. She currently serves as the Chair of our Audit Committee, a member of our Compensation Committee and a member of our Nomination & Governance Committee.
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Gerhard P. Fettweis, PhD, 61 - Director since March 2016; Vodafone Chair Professor at the Technical University of Dresden.
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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 “Leopoldina” and German National Academy of Engineering “acatech” 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. Mr. Fettweis is currently a member of the technical advisory board of Sequans Communications S.A., a publicly traded French company.
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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 our Audit Committee and a member of our Compensation Committee.
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Liam K. Griffin, 56 - Director since March 2019; President, Chief Executive Officer, and Chairman of Skyworks Solutions, Inc.
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Business Experience: Mr. Griffin is the President, Chief Executive Officer and Chairman of the board of directors of Skyworks Solutions, Inc. (“Skyworks”). Prior to his appointment as Chairman and Chief Executive Officer of Skyworks in May 2021 and May 2016, respectively, he had served as director and President of Prodigy Communications Corporation, an internet service provider. HeSkyworks since May 2016 and May 2014, respectively. Mr. Griffin also served in the following positions at Skyworks: from November 2012 to May 2014, as Executive Vice President ofSBC-CATV, a cable television service provider,and Corporate General Manager; from 1999 until 2000,May 2011 to November 2012, as Executive Vice President, High Performance Analog; and from August 2001 to May 2011, as Senior Vice President of SBC Technology Resources, the applied researchSales 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 SBC Communications Inc., from 1997 until 1999.Dover Corporation. Prior to 1997,that, Mr. Roesslein served in executive officer positions with SBC Communications,Griffin was a Marketing Manager at AT&T Microelectronics, Inc. and Southwestern Bell.a Product and Process Engineer at AT&T Network Systems. Mr. RoessleinGriffin holds a bachelor’s degree in Mechanical Engineering from the University of Missouri-ColumbiaMassachusetts-Amherst and a master’s degree in FinanceBusiness Administration from the University of Missouri-Kansas City. Mr. Roesslein is currentlyBoston University. He previously served as a director of Atlantic Tele-Network, Inc.,Vicor Corporation, a publicly traded company.

company, from 2009 to 2019.

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The Board concluded that Mr. RoessleinGriffin should be nominated and serve as a director because he bringsof 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 16 years. His service as a wealth of financial and executive experiencedirector for Vicor Corporation gives Mr. Griffin added perspective as to the Board including extensive experiencechallenges 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, for the year ended December 31, 2022, had transactions with Skyworks totaling $1,000,298 in the developmentordinary course of large accounts while serving Southwestern Bell Corporation’s customers. He also hasbusiness. Given the relative size of the businesses of NI and Skyworks, it was determined that such relationship was not a strong financial background, having served as Vice President“material interest” under applicable SEC 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.Nasdaq regulations. He serves as a member of the Audit Committee and a member of theour Nomination and& Governance Committee.

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Duy-Loan T. Le, 5560 - Director since September 2002; Former Senior Fellow of Texas Instruments, Inc.

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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 has 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 has 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 (“UT 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 directormember of Ballard Power Systems,the board of directors of Wolfspeed, Inc., a publicly traded company.

company, and a member of its Compensation and Governance and Nominations Committees; a member of the board of directors of Atomera, Inc., a publicly traded company, Chair of its Compensation Committee and a member of its Nominating and Corporate Governance Committee; and a member of the board of directors of BrainChip Holdings Ltd., a publicly traded company, and a member of its Audit & Risk and Remuneration & Nominations Committees.

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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 a memberChair of the Audit Committee and a member of the Compensation Committee.

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Gerhard P. Fettweis, PhD, 56 - 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 hasspun-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 orco-authored two books and is listed as an inventor on over thirty issued patents. Dr. Fettweis received hisDipl.-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 serves as a member of theour Compensation Committee and a member of theour Nomination and& Governance Committee.

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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.

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James J. Truchard, PhD, 74

Eric H. Starkloff, 48 - Chairman of the Board of DirectorsDirector since 1976; Former Chief Executive Officer and President of NI from 1976 to 2016.

Business Experience: Dr. Truchardco-founded NI in 1976 and served asFebruary 2020; President and Chief Executive Officer from the founding of NI until December 2016. From 1963 to 1976, Dr. Truchard worked at the Acoustical Measurements Division at Applied Research Laboratories (“ARL”) at UT Austin, as Research Scientist and later Division Head. Dr. Truchard received his PhD in Electrical Engineering, his master’s degree in Physics and his bachelor’s degree in Physics, all from UT Austin.

The Board concluded that Dr. Truchard should serve as a director because he is a founder and large stockholder of NI and has pioneered the development of virtual instrumentation software and hardware. Further, the Board recognizes that under Dr. Truchard’s leadership as a Board member and as CEO, he has inspired innovation, growth, and expansion over a period of over 40 years to make NI a highly successful, worldwide enterprise while maintaining an entrepreneurial spirit.

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John M. Berra, 70 - Director since May 2010; Former Chairman of Emerson Process Management and Former Executive Vice President of Emerson Electric Company.

Business Experience: Prior to retiring in September 2010, beginning in October 2008 Mr. Berra served as Chairman of Emerson Process Management, a global leader in providing solutions to customers in process control, and as Executive Vice President of Emerson Electric Company. From 1997 until 2008, he served as President of Emerson Process Management. Mr. Berra has diversified experience in global business, strategic planning, technology, organizational planning and acquisitions. Mr. Berra joined Emerson’s Rosemount division as a marketing manager in 1976 and, thereafter, continued assuming more prominent roles in the organization until 1997, when he was named President of Emerson’s Fisher-Rosemount division (now Emerson Process Management). Prior to joining Emerson, Mr. Berra was an instrument and electrical engineer with Monsanto Company. Mr. Berra is currently a director of Ryder System, Inc., a publicly traded company, and serves as a member of that company’s compensation committee, and as a member of its finance committee.

The Board concluded that Mr. Berra should serve as a director due to his significant executive level experience at leading corporations Emerson and Monsanto. In particular, as President of Emerson Process Management, he was chief executive of a $6.7 billion dollar global corporation. He has extensive experience growing large accounts and broad based sales and marketing experience concentrated in a number of markets. He also has extensive experience in hardware development of measurement products and control systems and software dealing with PC software and embedded applications. He serves as a member of the Audit Committee, a member of the Compensation Committee and a member of the Nomination and Governance Committee.

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Jeffrey L. Kodosky, 68 - Director since 1976; Fellow of NI.

Business Experience: Mr. Kodoskyco-founded NI in 1976. He was appointed Vice President of NI in 1978 and served as Vice President, Research and Development from 1980 to 2000. Since 2000, he has held the position of Business and Technology Fellow. Prior to 1976, he was employed at ARL at UT Austin. Mr. Kodosky received his bachelor’s degree in Physics from Rensselaer Polytechnic Institute.

The Board concluded that Mr. Kodosky should serve as a director since he is a founder of NI, a highly respected mentor in the NI global R&D organization and he continues to chart new directions for NI’s flagship product, LabVIEW. Mr. Kodosky has developed more than 30 patented LabVIEW technologies and his ongoing work has helped NI grow this software into an award-winning industry programming environment that addresses a variety of industries and application areas.

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Michael E. McGrath, 68 - Director since May 2014; Former Chief Executive Officer of i2 Technologies and Pittiglio Rabin Todd & McGrath, Business Strategy Consultant.

Business Experience: Mr. McGrath is a highly experienced executive, entrepreneur and bestselling author dealing with decision making techniques and processes. He is a frequent featured guest on business television segments and his advice has appeared in many publications. 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 management consulting firm, for 28 years, retiring from the firm in July 2004. Mr. McGrath is the author ofProduct Strategy for High-Technology Companies,Next Generation Product Development,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 Lead Independent Director on the NI Board. He serves as a member of the Audit Committee, a member of the Compensation Committee and a member of the Nomination and Governance Committee.

LOGO

Alexander M. Davern, 51 - Director since January 2017; Chief Executive Officer and President of NI.

Business Experience: Mr. DavernStarkloff joined NI in February 1994July 1997 and has served as President and Chief Executive Officer since January 2017. He previouslyFebruary 2020. Previously, Mr. Starkloff served as President and Chief Operating Officer from October 2018 to February 2020. He has also served as Executive Vice President, Chief Financial OfficerGlobal Sales and TreasurerMarketing from February 2014 to October 2010 to December 2016. Mr. Davern served as NI’s Chief Financial Officer,2018; Senior Vice President ITof Marketing from April 2013 to January 2014; Vice President of Marketing from November 2010 to March 2013; and Manufacturing Operations and TreasurerVice President of Product Marketing from December 2002October 2008 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 joining2010. During his tenure at NI, Mr. Davern worked both in EuropeStarkloff has also held the positions of Director of Product Marketing; Product Marketing Manager; and in the United States for the international accounting firm of Price Waterhouse, LLP.Applications Engineer. Mr. DavernStarkloff received his bachelor’s degree in Commerce and a diploma in professional accountingElectrical Engineering from the University College in Dublin, Ireland. Mr. Davern is a director of Cirrus Logic, Inc., a publicly traded company.

Virginia.

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The Board concluded that Mr. DavernStarkloff should serve as a director because he is NI’s President and Chief Executive Officer and has held other executive officer positions with NI for over 1925 years. In these roles, Mr. DavernStarkloff has gained extensive knowledge of NI’s business, financial and operations matters, and the Board believes that Mr. DavernStarkloff is well suited to help define and execute NI’s corporate strategy. Mr. Davern also serves as a director for another publicly traded company and has strong expertise in governance matters.

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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 which we refer to herein as “Executive Officers”).
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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 DateMarch 13, 2023 (the “Table Date”), unless otherwise indicated, by (i) by all personseach person known to NI, based solely on statements filed by such persons pursuant to Section 13(d) or 13(g) of the Exchange Act, to be the beneficial ownersowner of more than 5% of NI’s common stock, (ii) by each of the executive officers namedNamed 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)

 

 

 

James J. Truchard

11500 North Mopac Expressway

Austin, Texas 78759

 

  

 

 

 

8,067,409

 

  (3) 

 

 

 

 

6.15%

 

 

 

James J. Truchard Marital Trust

3816 Hunterwood Point

Austin, Texas 78746

 

  

 

 

 

10,770,347

 

  (4) 

 

 

 

 

8.21%

 

 

 

Janus Henderson Group PLC

201 Bishopsgate

United Kingdom EC2M 3AE

 

  

 

 

 

11,392,342

 

  (5) 

 

 

 

 

8.68%

 

 

 

The Vanguard Group

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

 

  

 

 

 

9,975,549

 

  (6) 

 

 

 

 

7.60%

 

 

 

T. Rowe Price Associates, Inc.

100 E. Pratt Street

Baltimore, Maryland 21202

 

  

 

 

 

9,608,560

 

  (7) 

 

 

 

 

7.32%

 

 

 

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

 

  

 

 

 

8,861,057

 

  (8) 

 

 

 

 

6.75%

 

 

 

Wellington Management Company LLP

280 Congress Street

Boston, MA 02210

 

  

 

 

 

6,652,396

 

  (9) 

 

 

 

 

5.07%

 

 

 

Jeffrey L. Kodosky

 

  

 

 

 

 

1,895,962

 

 

  (10) 

 

 

 

 

 

 

1.45%

 

 

 

 

 

Alexander M. Davern

 

  

 

 

 

 

182,599

 

 

  (11) 

 

 

 

 

 

 

* %

 

 

 

 

 

Karen M. Rapp

 

  

 

 

 

 

5,635

 

 

  (12) 

 

 

 

 

 

 

* %

 

 

 

 

 

Eric H. Starkloff

 

  

 

 

 

 

27,186

 

 

  (13) 

 

 

 

 

 

 

* %

 

 

 

 

 

Scott A. Rust

 

  

 

 

 

 

24,745

 

 

  (14) 

 

 

 

 

 

 

* %

 

 

 

 

 

John C. Roiko

 

  

 

 

 

 

20,277

 

 

  (15) 

 

 

 

 

 

 

* %

 

 

 

 

 

Charles J. Roesslein

 

  

 

 

 

 

98,593

 

 

  (16) 

 

 

 

 

 

 

* %

 

 

 

 

 

Duy-Loan T. Le

 

  

 

 

 

 

93,807

 

 

  (17) 

 

 

 

 

 

 

* %

 

 

 

 

 

John M. Berra

 

  

 

 

 

 

36,977

 

 

  (18) 

 

 

 

 

 

 

* %

 

 

 

 

 

Michael E. McGrath

 

  

 

 

 

 

19,681

 

 

  (19) 

 

 

 

 

 

 

* %

 

 

 

 

 

Gerhard P. Fettweis

 

  

 

 

 

 

7,421

 

 

  (20) 

 

 

 

 

 

 

* %

 

 

 

 

 

All executive officers and directors as a group (12 persons)

  

 

 

 

10,480,292

 

  (21) 

 

 

 

 

7.98%

 

 

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Name of Person or Entity
​​
Number of
Shares of Common
Stock Beneficially
Owned (1)
​​
Percent of
Common Stock
Owned (2)
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The Vanguard Group (3)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
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13,210,667
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​10.05%
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BlackRock, Inc. (4)
55 East 52nd Street
New York, NY 10055
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12,045,874
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​9.16%
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Janus Henderson Group PLC (5)
201 Bishopsgate
United Kingdom EC2M 3AE
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8,885,010
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​6.76%
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T. Rowe Price Investment Management, Inc. (6)
101 E. Pratt Street
Baltimore, Maryland 21201
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8,097,540
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​6.16%
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Eric H. Starkloff (7)
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269,266
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*%
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Karen M. Rapp (8)
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103,074
​​
*%
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Scott A. Rust (9)
​​
50,596
​​
*%
​
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Jason E. Green
​​
​27,065
​​
*%
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Ritu Favre (10)
​​
28,206
​​
*%
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​
Alexander M. Davern (11)
​​
279,850
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*%
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Duy-Loan T. Le (12)
​​
121,775
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*%
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Michael E. McGrath (13)
​​
47,092
​​
*%
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Gerhard P. Fettweis (14)
​​
33,685
​​
*%
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James E. Cashman, III (15)
​​
21,501
​​
*%
​
​
Liam K. Griffin (16)
​​
21,501
​​
*%
​
​
Gayla J. Delly (17)
​​
18,560
​​
*%
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All current Executive Officers and directors as a group (12 persons)(18)
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​912,674
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*%
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*
Represents less than 1% of the outstanding shares of our common stock.stock as of the Table Date.

(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.
The number in the “Number of shares of common stock beneficial owned” column represents shares of NI’s common stock held, and the time-based restricted stock units (“RSUs”) held that will vest within 60 days of the Table Date. The number does not include the RSUs that vest more than 60 days of the Table Date. RSUs are awards granted by NI and payable, subject to vesting requirements, in shares of NI’s common stock.

(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 (i) the 131,203,627131,496,338 shares of common stock outstanding on March 9, 2018the Table Date, and (ii) the number of shares of common stockRSUs held that such person or group had the right to acquire on orwill vest within 60 days of March 9, 2018, including restricted stock units (“RSUs”).after the Table Date.

(3)
Includes 7,535,037Represents shares directlyof NI’s common stock beneficially owned by Dr. Truchard, and 532,372 shares held by anon-profit corporation of which Dr. Truchard is president.

(4)The information as to beneficial ownership is based on a Schedule 13G filed with the SEC on February 24, 2015, reflecting beneficial ownership as of December 31, 2014. The Schedule 13G states that the James J. Truchard Marital Trust has sole voting power with respect to 10,770,347 shares of common stock and sole dispositive power with respect to 10,770,347 shares of common stock.

(5)The information as to beneficial ownership is based on a Schedule 13G filed with the SEC on February 13, 2018, reflecting beneficial ownership as of December 31, 2017. The Schedule 13G states that Janus Henderson Group PLC and/or its subsidiaries have shared voting power with respect to 11,392,342 shares of common stock and shared dispositive power with respect to 11,392,342 shares of common stock.

(6)The information as to beneficial ownership is2022, based on a Schedule 13G/A filed with the SEC on February 9, 2018, reflecting beneficial ownership2023 by The Vanguard Group. The Vanguard Group has shared voting power
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with respect to 46,911 shares of common stock, sole dispositive power with respect to 13,033,948 shares of common stock and shared dispositive power with respect to 176,719 shares of common stock.
(4)
Represents shares of NI’s common stock beneficially owned as of December 31, 2017.2022, based on a Schedule 13G/A filed with the SEC on January 24, 2023 by Blackrock, Inc. The Schedule 13G/A states that The Vanguard Group and/or its subsidiaries haveBlackRock, Inc. has sole voting power with respect to 58,88711,722,039 shares of common stock and sole dispositive power with respect to 12,045,874 shares of common stock.
(5)
Represents shares of NI’s common stock beneficially owned as of December 31, 2022, based on a Schedule 13G/A filed with the SEC on February 10, 2023 by Janus Henderson Group PLC. The Schedule 13G/A states that Janus Henderson Group PLC has shared voting power with respect to 13,150 shares of common stock, sole dispositive power with respect to 9,912,1378,885,010 shares of common stock and shared dispositive power with respect to 63,4128,885,010 shares of common stock.

(7)(6)
The informationRepresents shares of NI's common stock beneficial owned as to beneficial ownership isof December 31, 2022, based on a Schedule 13G/A13G filed with the SEC on February 14, 2018, reflecting beneficial ownership as of December 31, 2017.2023 by T. Rowe Price Investment Management, Inc. The Schedule 13G/A13G states that T. Rowe Price Associates,Investment Management, Inc. and/or its subsidiaries havehas sole voting power with respect to 2,432,4863,296,600 shares of common stock and sole dispositive power with respect to 9,608,5608,097,540 shares of common stock.

(8)The information as to beneficial ownership is based on a Schedule 13G/A filed with the SEC on January 25, 2018, reflecting beneficial ownership as of December 31, 2017. The Schedule 13G/A states that BlackRock, Inc. and/or its subsidiaries have sole voting power with respect to 8,434,817 shares of common stock and sole dispositive power with respect to 8,861,057 shares of common stock.

(9)The information as to beneficial ownership is based on a Schedule 13G filed with the SEC on February 8, 2018, reflecting beneficial ownership as of December 31, 2017. The Schedule 13G states that Wellington Management Group LLP and/or its subsidiaries have shared voting power with respect to 5,970,339 shares of common stock and shared dispositive power with respect to 6,652,396 shares of common stock.

(10)(7)
Includes an aggregate of 927,600 shares held in two trusts for the benefit of Mr. Kodosky’s daughters for which Mr. Kodosky is the trustee; includes 84,229 shares held by anon-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 7,499 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 fornon-immediate family members of Mr. Kodosky of which Mr. Kodosky is the sole trustee with investment power over the securities held therein; and includes 370,473 shares owned by his wife. Mr. Kodosky disclaims beneficial ownership of the shares owned by his wife. Cumulatively, Jeffrey and Gail Kodosky control and/or beneficially own a total of 1,895,962 shares.

(11)Includes 79,58651,744 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Mr. Starkloff.

(12)(8)
Includes 5,00016,930 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Ms. Rapp.

(13)(9)
Includes 16,59214,527 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Mr. Rust.

(14)(10)
Includes 11,52815,259 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Ms. Favre and 6,383 shares held by the Ritu Favre Survivor's Trust.

(15)(11)
Includes 3,9135,037 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Mr. Davern and 90,000 shares held by the Davern 2021 Irrevocable Trust.

(16)(12)
Includes 4,1415,037 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Ms. Le.

(17)(13)
Includes 4,1415,037 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Mr. McGrath.

(18)(14)
Includes 4,1415,037 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Dr. Fettweis.

(19)(15)
Includes 4,1415,037 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Mr. Cashman.

(20)(16)
Includes 4,3375,037 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Mr. Griffin.

(21)(17)
Includes 137,5206,522 shares subject to RSUs which vest within 60 days of March 9, 2018.the Table Date for Ms. Delly.
(18)
Includes 124,458 shares subject to RSUs which vest within 60 days of the Table Date.
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CORPORATE GOVERNANCE

Board Meetings and Committees

The Board of Directors of NI held a total of sixtwelve meetings during 2017.2022. The Board of Directors has a standing Audit Committee, Compensation Committee, and Nomination and& Governance Committee.

Each current director

During 2022, all directors attended at least 90%100% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which he or she served.they served, except for Mr. Griffin and Ms. Le, who each missed one meeting. NI encourages, but does not require, its boardBoard members to attend NI’s annual meeting of stockholders. In 2017,2022, all of our directors with the exception of Dr. Fettweisattended our virtual annual stockholder meeting, other than Mr. Griffin and Mr. McGrath, attended NI’s annual meeting.

Ms. Delly.

Board Leadership Structure; Lead Independent Director

The Board of Directors believes that Dr. Truchard is best situated to serve as Chairman because he is aco-founder of NIStructure and a large stockholder of NI and is very familiar with NI’s business and industry, and capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. The Board’s independent directors and management directors have different perspectives and roles in strategic development. NI’s independent directors bring experience, oversight and expertise from outside the company and industry, while the Chairman, Chief Executive Officer and the other management director bring company-specific experience and expertise. The Board of Directors believes that the current roles of Chairman and Chief Executive Officer promote strategy development and execution, and facilitate information flow between management and the Board of Directors, which are essential to effective governance. Risk Management

In JanuarySeptember 2018, the Board appointed Mr. McGrath, an independent member of the Board, as Lead Independent Director.Chair of the Board. In such role, Mr. McGrath is responsible for coordinating the activities of the independent directors,Board, chairing all meetings of independent directors,the Board, developing agendas for such meetings, building a productive relationship between the Board and the CEO,our 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 our stockholders, and our 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.

Our Board oversees risk management in a number of ways.ways, and cybersecurity incidents on enterprise risk and crises response. The full Board receives an annual report with respect to our enterprise risk management process, as well as reports on various risk related items at least twice per year and otherwise as relevant, including risks related to our manufacturing operations, cybersecurity, trade compliance, intellectual property, taxes, products, and employees. The full Board also receives periodic reports on our efforts to manage such risks through safety measures and insurance. The Audit Committee oversees the management of financial and accounting related risks as an integral part of its duties. The Audit Committee also receives reports on ethics and compliance matters quarterly and otherwise as relevant. Similarly, the Compensation Committee considers risk management when setting the compensation policies and programs for NI’sour executive officers and other employees. The full
Cybersecurity is a risk area with oversight at the highest levels of the organization, including the Executive level and Board. Other than risk oversight from the Board, of Directors receives reportswe also require all employees to take annual security awareness training which includes training on various risk related items at each of its regular meetings including risks related to NI manufacturing operations, intellectual property, taxes, products and employees. The Board also receives periodic reports on NI’s efforts to manage such risks through safety measures, insurance or self-insurance.

information security.

Communications to the Board of Directors

Stockholders may communicate with any member or members of the Board of Directors by mail addressed to the Chairman,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 CharlesGayla J. Roesslein,Duy-Loan T. Le, John M. Berra,Delly (Chair), James E. Cashman, III, Gerhard P. Fettweis, and Michael E. McGrath, met five times during 2017.2022. 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 financial risks or exposures and assesses the steps management has taken to minimize such risksexposures to NI, including the adequacy of insurance coverage and the strategy for management of foreign

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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, 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 believeshas determined that each member of the Audit Committee is an “independent director” as that term is defined by the Nasdaq listing standards and Rule10A-3 of the Securities Exchange Act of 1934.Act. The Board of Directors has determined that each of Mr. RoessleinCashman, Ms. Delly, Dr. Fettweis, and Mr. McGrath 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 John M. Berra, Charles J. Roesslein,James E. Cashman, III (Chair), Liam K. Griffin, Duy-Loan T. Le and Michael E. McGrath, and Gerhard P. Fettweis,met five times during 2022. The Board has determined 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 2017.standards. The Nomination and& Governance Committee recommends to the Board of Directorsdetermines the selection criteria for board members, recommends to the Board compensation of outside directors (with advice from Compensia, Inc., a national independent compensation consulting firm (“Compensia”), also engaged by the Compensation Committee) and 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 age, 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. NI does not pay any third party to identify or assist in identifying or evaluating potential nominees.
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 directorsDuy-Loan T. Le John M. Berra, Michael(Chair), James E. McGrath,Cashman, III, Gayla J. Delly, and Gerhard P. Fettweis, met six times during 2022. The Board has determined 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 seven times during 2017.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 establishes the compensation of NI’s Chief Executive Officer, evaluates the performance of NI’s executive officers,our Executive Officers, recommends the compensation of our CEO to the independent members of the Board for approval, 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 Chief 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 2022 Equity Incentive Plan (the “2022 Incentive Plan”), 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’s 2005 Incentive Plan (the “2005 Incentive Plan”), and 1994 Employee Stock Purchase Plan. The Board of Directors may by resolution prescribe additional authority and duties to the Compensation Committee.

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The Compensation Committee obtains input from NI’shas engaged Compensia, an independent national consulting firm, to provide guidance to the committee 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 CEO, other than for himself. Our Senior Vice President and Chief ExecutivePeople Officer Mr. Davern, when discussing the performance of, and compensation levels for, executives other than himself. The Compensation Committee also works closely with Mr. Davern and NI’s vice president of 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 human resources regularly attends the meetings of the Compensation Committee and, at such meetings, provides advice on compensation matters to the Compensation Committee. The vice president of human resources also provides guidance to the Compensation Committee concerning compensation matters as they relate to NI’s executive officers.all Executive Officers. The Compensation Committee works closely with management, as required, in evaluating the financial, accounting, tax, and retention implications of our various compensation programs. Our Senior Vice President and Chief People Officer regularly attends the meetings of the Compensation Committee and provides advice on compensation matters to the Compensation Committee. Neither Mr. Davern, the vice president of human resources,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 compensation of our President and CEO.

The Compensation Committee’s charter does not contain a provisioncontains provisions providing for the delegation of its duties to other persons.the committee chair or any subcommittees when appropriate. The Compensation Committee hasCommittee’s charter also permits the delegation of authority to one or more Executive Officers to make equity grants to employees or consultants who are not delegated any of its authority.

directors or Executive Officers.

For a discussion of NI’sthe Compensation Committee’s utilization of compensation consultants, see “Compensation“Executive Compensation—Compensation Discussion and Analysis.”
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are set forth in the “Compensation“Corporate Governance — Compensation Committee” section of this proxy statementProxy Statement and do not include any NI executive officers.current or former Executive Officers. During 2017,2022, 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 2017,2022, 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, 20172022 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’s

Our 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 fornon-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 Presidentour legal department any information regarding the existencerelationship, association, activity, or likely developmentother circumstance or situation that could create a conflict of conflictsinterest. 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 do business with or compete against NI; (2) outside services provided to persons or entities that do business with or compete against NI; (3) participation in a decision on behalf of interest involving themselvesNI that relates to business with a family member or others withinclose personal relation; and (4) loans offered by or accepted from persons or entities that do business 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’sthe legal department and then resolved with the assistance of legal counsel, as appropriate. Resolutions of these disclosures by our Executive Officers require the approval of the Audit Committee, except that our President who makesand Chief Executive Officer and Chief Legal Officer can (x) approve a determination as“no conflict” resolution when the situation is not mandatory to whether there exists any conflict of interest or relationship which violates NI’s policiesdisclose and the appropriate actions to take with respect to such relationship. NI’s General Counsel(y) reject a disclosure. Our Chief Legal Officer reports to the Audit Committee the conflict of interest reports receivedany disclosures by our Executive Officers that are resolved by our President and acted upon by the President. In the event a report was received concerning a potential conflict of the President or a member of the Board of Directors, the Audit Committee would review such matter.Chief Executive Officer and Chief Legal Officer.

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The written conflicts of interest policy applicable to allnon-employee directors is substantially similar to the conflicts of interest policy applicable to NI employees, with the exceptionprovides that everynon-employee director is required to report potential conflict of interest situations to the Audit Committee, which is responsible for makinglegal department. The legal department will recommend a resolution. Resolutions require the determination as to whether there exists any conflictapproval of interest or relationship which violates such policy. If the Audit Committee determines(except in the case of situations that a conflictare not mandatory to disclose for which the legal department found no conflict). The policy does not require reporting of interest exists,financial interests in an entity that does business with or competes against NI if the entity is publicly traded, and the non-employee director involved will be required to disposeowns less than 5% of the conflicting interest to the satisfactionsecurities of the Audit Committee.entity and is not an executive officer or member of the board of directors of such entity. It also does not require reporting of compensation for services to an entity that does significant business with or competes against NI if the compensation (a) relates only to services rendered by the non-employee director in his or her capacity as an employee, consultant, director, or trustee; (b) totaled less than $100,000 for the preceding year; and (c) is anticipated to total less than $100,000 for the current year.
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BOARD COMPENSATION

Determining Compensation forNon-Employee Directors in 2017

2022

The Board, of Directors, upon the recommendation of the Nomination and& Governance Committee, setsnon-employee directors’ 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. In addition, the Nomination and Governance Committee engaged F.W. Cook, an independent
The compensation consultant, to provide an analysis of non-employee director compensation in 2017. See “Executive Compensation—Determining Executive Compensation” for additional information about F.W. Cook.

The compensationmembers ofnon-employee directors the Board for the fiscal year ended December 31, 20172022 is set forth in the table below.

DIRECTOR COMPENSATION


FOR FISCAL YEAR ENDED DECEMBER 31, 2017

Name

 

  

Fees
Earned or
Paid in
Cash

 

   

Stock
Awards
(1)

 

   

Option
Awards

 

   

All Other
Compensation

 

   

Total

 

 

 

James J. Truchard (2)

 

  

 

$

 

 

—

 

 

 

 

  

 

$

 

 

—

 

 

 

 

  

 

 

 

 

$    —

 

 

 

 

  

 

 

 

 

$    —       

 

 

 

 

  

 

$

 

 

—

 

 

 

 

 

Jeffrey L. Kodosky (3)

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—       

 

 

 

 

  

 

 

 

 

—

 

 

 

 

 

Alexander M. Davern (4)

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—       

 

 

 

 

  

 

 

 

 

—

 

 

 

 

 

Donald M. Carlton (5)

 

  

 

 

 

 

    21,429

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—       

 

 

 

 

  

 

 

 

 

21,429

 

 

 

 

 

Charles J. Roesslein

 

  

 

 

 

 

80,625

 

 

 

 

  

 

 

 

 

    130,061

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—       

 

 

 

 

  

 

 

 

 

    210,686

 

 

 

 

 

Duy-Loan T. Le

 

  

 

 

 

 

80,625

 

 

 

 

  

 

 

 

 

130,061

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—       

 

 

 

 

  

 

 

 

 

210,686

 

 

 

 

 

John M. Berra

 

  

 

 

 

 

77,500

 

 

 

 

  

 

 

 

 

130,061

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—       

 

 

 

 

  

 

 

 

 

207,561

 

 

 

 

 

Michael E. McGrath

 

  

 

 

 

 

73,125

 

 

 

 

  

 

 

 

 

130,061

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—       

 

 

 

 

  

 

 

 

 

203,186

 

 

 

 

 

Gerhard P. Fettweis

 

  

 

 

 

 

65,000

 

 

 

 

  

 

 

 

 

130,061

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—       

 

 

 

 

  

 

 

 

 

195,061

 

 

 

 

2022
​
Name
​​
Fees
Earned or
Paid In
Cash
​​
Stock
Awards
(1)
​​
Total
​
​
James E. Cashman, III
​​
$109,821
​​
$199,516
​​
$309,337
​
​
Alexander M. Davern
​​
70,000
​​
199,516
​​
269,516
​
​
Gayla J. Delly
​​
117,500
​​
199,516
​​
317,016
​
​
Gerhard P. Fettweis
​​
87,500
​​
199,516
​​
287,016
​
​
Liam K. Griffin
​​
77,715
​​
199,516
​​
277,231
​
​
Duy-Loan T. Le
​​
95,000
​​
199,516
​​
294,516
​
​
Michael E. McGrath
​​
195,000
​​
199,516
​​
394,516
​
(1)
AmountsThe amounts included in the table for stock awards represent the dollar amount recognized for financial statement reporting purposes for 2017 in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“FASB ASC 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. The grant date fair value of each award is expensed monthly based on the estimated vesting period of the corresponding grant, which is 36 months.made during 2022, as computed in accordance with ASC 718. 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 26, 2017,20, 2022, Mr. Roesslein,Cashman, Mr. Davern, Ms. Delly, Dr. Fettweis, Mr. Griffin, Ms. Le, Mr. Berra,and Mr. McGrath and Dr. Fettweis were each granted 3,759 RSUs.5,037 RSUs (the “2022 Director Grants”). The grant date fair value of each RSU grant2022 Director Grant was based on the April 25, 201719, 2022 closing price of $34.60$39.61 per share. The RSUs granted to Mr. Roesslein, Ms. Le, Mr. Berra, Mr. McGrath,share, and Dr. Fettweisall 2022 Director Grants vest over a three-year period with 1/3rd ofon May 1, 2023, which is the RSUs vesting on eachone-year anniversary of the vesting commencement date, which is May 1date. As of each year.

(2)Dr. Truchard did not receive any compensation for his service as a director.

(3)As an employee director,December 31, 2022, Mr. Kodosky does 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 RegulationS-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)As an employee director in 2017,Cashman, Mr. Davern, did not receive any additional compensation for his service as a director. His compensation as an NI officer in 2017 is included in the Summary Compensation Table.Dr. Fettweis, Mr. Griffin, Ms. Le, and Mr. McGrath, each had 5,037 outstanding and unvested RSUs. As of December 31, 2022, Ms. Delly had 6,522 outstanding and unvested RSUs.

(5)On January 20, 2017, Dr. Carlton informed the Board that he would not stand forre-election as a director at the May 9, 2017 annual meeting of stockholders. There was no disagreement or dispute between Dr. Carlton and NI that led to his decision not to stand forre-election. In recognition of his many years of service on the Board, the Board approved the acceleration of the vesting of the 8,869 RSUs held by Dr. Carlton and such RSUs vested in full on May 1, 2017.

Discussion of Director Compensation

In 2017, the

The 2022 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. Dr. Truchard doesmember of the Board. Accordingly, Mr. Starkloff, our President and CEO, did not receive any compensation for his service as a director.

on the Board in 2022. Mr. Starkloff’s total compensation is shown in the table entitled “Summary Compensation Table” and the related tables in the section entitled “Executive Compensation.”

Annual Board/Committee Retainer Fees

Beginning on October 1, 2017,

For 2022, our non-employee directors receivereceived cash compensation payable quarterly, for membership on the board of directorsBoard and committees, as well as for committee chair positions.positions, and the independent Board chair position. Specifically, during 2022 non-employee directors receivereceived an annual cash retainer of $60,000 per year,$70,000, plus annual retainers for committee memberships in the following amounts: $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. During 2022, non-employee directors who served on the Transaction Evaluation Committee each received a cash retainer of
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$10,000 applicable to service on the Transaction Evaluation Committee. The Transaction Evaluation Committee of the Board was formed in 2022 with the purpose of supporting and furthering the Board and the Company’s review and evaluation of strategic transactions. In addition, the chairpersons of the Audit Committee, Compensation Committee and Nomination and& Governance Committee receive anreceived additional $25,000,annual retainers of $30,000, $20,000 and $15,000 per year, respectively, and the Lead Independent Directorannual fee, respectively. The independent Board chair receives an additional $25,000$100,000 per year. 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.

From January 1, 2017 to September 30, 2017,non-employee directors received cash compensation, payable quarterly, for membership on the boardmember of directors and committees, as well as for committee chair positions. Specifically,non-employee directors received an annual cash retainer of $60,000 per year, plus $5,000 per year for membership on the Audit Committee and $2,500 per year for membership on each of the Compensation Committee and the Nomination and Governance Committee. In addition, the chairpersons of the Audit Committee, Compensation Committee and Nomination and Governance Committee received an additional $15,000, $10,000 and $5,000 per year, respectively. An NI employee director did not receive any additional compensation for service as a director.

our Board.

Non-Employee Director Reimbursement Practice

Non-employee directors members of our Board are reimbursed for travel and otherout-of-pocket expenses connected to Board service.

service as a member of our Board.

Restricted Stock Unit Awards

Under NI’s applicable Incentive Plan,non-employee directors

Non-employee members of our Board are eligible to receive RSU grants. Specifically,single annual grants of RSUs under our equity incentive plans in amounts determined by the Nomination & Governance Committee. On April 20, 2022, eachnon-employee director receives member of our Board received an annual grant of RSUs equal to $130,000 divided by$199,516 (based on the 30-trading day average of the closing price of NI’sour common stock ending on the day immediately preceding the date of grant. Under the 2015 Incentive Plan, in 2017,grant) with one-year vesting. Mr. Roesslein,Cashman, Mr. Davern, Ms. Delly, Dr. Fettweis, Mr. Griffin, Ms. Le, Mr. Berra,and Mr. McGrath and Dr. Fettweis were each granted 3,7595,037 RSUs as part of the 2022 Director Grants under our 2020 Incentive Plan. The grant date fair value of each 2022 Director Grant was based on NI’sthe closing stock price of $34.60 per shareour common stock on April 25, 2017.19, 2022 of $39.61 per share. The RSUs granted to Mr. Roesslein, Ms. Le, Mr. Berra, Mr. McGrath, and Dr. Fettweis2022 Director Grants vest over a three-year period withone-third of the RSUs vesting on each anniversary of the vesting commencement date, which is May 1, of each year.2023.
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EXECUTIVE OFFICERS

The following table sets forth information concerning the persons currently serving as executive officersExecutive Officers of NI, as of the Record Date, including information as to each executive officer’sExecutive Officer’s current age, position with NI, and business experience. Executive Officers of NI serve at the discretion of the Board.

​
Name of Executive
Officer
​Age​
Age
​​
Position
​

Alexander M. Davern

​
Eric H. Starkloff

51

​		​

48
​​
President and Chief Executive Officer and President

​

Karen M. Rapp

​
Daniel A. Berenbaum

50

​		​

53
​​
Executive Vice President, Chief Financial Officer and Treasurer

​

Eric H. Starkloff

​
Thomas Benjamin

43

​		​

50
​​
Executive Vice President, Chief Technology Officer and Head of Platform R&D
​
​
Scott A. Rust
​​
56
​​
Executive Vice President, Global Sales & Marketing

Operations
​

Scott A. Rust

​
Ritu Favre

51

​		​

Senior

54
​​
Executive Vice President Global Research & Development

John C. Roiko

GM, Business Units

60

Vice President, Finance and Chief Accounting Officer

​

See “Election“Incumbent Directors Whose Terms of Directors”Office Continue After the Meeting” for additional information with respect to Mr. Davern.

Karen M. RappStarkloff.

Daniel A. Berenbaum joined NI in May 2017January 2023 and currently serves as Executive Vice President, Chief Financial Officer and Treasurer. Ms. RappPrior to joining NI, Mr. Berenbaum served as Vice President, Finance - Global Operations Controller at Micron Technology, Inc., a publicly traded semiconductor manufacturing company, from April 2021 to January 2023. Prior to joining Micron, Mr. Berenbaum served as the Chief Financial Officer at Everspin Technologies Inc., a publicly traded semiconductor company, from July 2020 to April 2021. Prior to joining Everspin, Mr. Berenbaum held various executive roles at GlobalFoundries, the world’s leading specialty semiconductor foundry, from May 2013 to June 2020. He served as Vice President, Finance and Chief Financial Officer, Asia/Pacific from May 2018 to June 2020, Chief of Staff, Office of the CEO from September 2017 to May 2018, Head, Global Capital Procurement from August 2016 to September 2017, and Senior Director, Finance from May 2013 to August 2016. Prior to GlobalFoundries, Mr. Berenbaum spent a decade at various institutional equity and trading firms on Wall Street in analyst and leadership roles, where he accumulated extensive investment experience across the semiconductor space. His earlier experience includes seven years in various technical and management roles at Applied Materials, as well as five years as a nuclear power trained surface line officer in the United States Navy. Mr. Berenbaum has a B.S. in History from the United States Naval Academy.
Thomas Benjamin joined NI in September 2021 and currently serves as Chief Technology Officer, Executive Vice President and Head of Platform R&D. Prior to joining NI, he served as the Chief Technology Officer and Senior Vice President of Corporate Developmenttechnology at SAP Ariba, a software company, from January 2018 to July 2021. Prior to joining SAP Ariba, he served as Chief Technology Officer at General Electric Aviation, a subsidiary of NXP Semiconductors N.V. (“NXP”), a Dutch global semiconductor manufacturer, after NXP acquired Freescale Semiconductor inGeneral Electric, from August 2016 to December 2015. Ms. Rapp previously2017. Prior to joining General Electric Aviation, he served in several positions at Freescale, including serving as Vice President – Technology and Chief Information OfficerArchitecture at the Emirates Group from April 2013January 2014 to December 2015July 2016. Prior to Emirates Group, he served at various technology leadership roles at Visa, Walmart, and as Director of Operations and Finance, Global Sales and Marketing from April 2010 to April 2013. Ms. RappOracle. He holds a bachelor’s degreeMaster of Science in FinanceIndustrial Engineering from Northern IllinoisUniversity of Cincinnati and a Bachelor’s in Engineering from The College of Engineering Guindy, Anna University, India, as well as executive certifications from Stanford University, Singularity University, and an M.B.A. from the University of Texas at Austin. Ms. Rapp is currently a director of Plexus Corp., a publicly traded company.

Eric H. StarkloffHarvard Business School Online.

Scott A. Rust joined NI in July 1997June 1990 and currently serves as Executive Vice President, Global Sales and Marketing.Operations. He previously served as NI’s Seniorheld various roles at NI, including Executive Vice President, of MarketingPlatform & Technology from April 2013January 2022 to December 2022, Executive Vice President, Platform & Product from October 2021 to January 2014; Vice President of Marketing from November 2010 to March 2013; as Vice President of Product Marketing from October 2008 to October 2010; as Director of Product Marketing from August 2004 to September 2008; and as Product Marketing Manager from January 1998 to July 2004. Mr. Starkloff received his bachelor’s degree in Electrical Engineering from the University of Virginia.

Scott A. Rust joined NI in 1990 and currently serves as2022, Senior Vice President, Global Research and Development. He previously served as NI’s& Development from February 2014 to October 2021, Vice President of Research and Development Test Systems from July 2013 to January 2014; as NI’s2014, Vice President of Research and Development in Penang, Malaysia from January 2011 to July 2013; as2013, Vice President of Research and Development of Modular Instruments from October 2008 to December 2010; as2010, Director of Modular Instruments from March 2003 to September 2008; as2008, Software Section Manager from October 2000 to March 2003; as2003, Group Manager from October 1996 to October 2000; as2000, Marketing Manager of Test and Measurement Software from August 1991 to September 1996;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.

John C. Roiko

Ritu Favre joined NI in 1998July 2019 and currently serves as Executive Vice President Finance and Chief Accounting Officer. From January to May 2017, he& GM, Business Units. She previously served as Interim Chief Financial Officer. He formerly served asNI’s Executive Vice President and General Manager of Financethe Semiconductor and Electronics, Aerospace, Defense, and Government, and Transportation Business Units from October 2008January 2021 to December 2016January 2022; and as worldwide Corporate ControllerSenior Vice President and General Manager of the Semiconductor Business Unit from March 1998July 2019 to September 2008.January 2021. Prior to joining NI, Mr. RoikoMs. Favre worked as a product line controllerChief Executive Officer at NEXT Biometrics from February 2017 to July 2019. From May 2014 to October 2016, Ms. Favre served as Senior Vice President and GM of the Biometrics Products
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Division at Synaptics, Inc. and served in various roles at Motorola and Freescale Semiconductor from June 1988 to May 2014, including Senior Vice President and General Manager for RF from September 2012 to May 2014. Ms. Favre has served on the defense division at Honeywell before movingboard of directors of Valmont Industries since September 2020 and previously served on the board of directors of Cohu, Inc., from January 2019 to Emerson Process Management as the North Americas accounting manager. Mr. Roiko then pursuedstart-up opportunities as the Chief Financial Officer for Columbia Scientific and director of accounting for Arrowsmith Technologies. Mr. RoikoMay 2019. Ms. Favre holds a bachelor’s degreeBS in Finance with a minor in Accounting from St. Cloud State UniversityElectrical Engineering and a master’s degreeMasters in Electrical Engineering from MinnesotaArizona State University.
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EXECUTIVE COMPENSATION

The following

COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”provides information regarding the 2022 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 the end of 2022, who were our most highly compensated Executive Officers (collectively, our “Named Executive Officers” or “NEOs”). The following discussion and analysis should be read in conjunction with the compensation tables contained elsewhereof this Proxy Statement. For 2022, our Named Executive Officers were, with their current titles, as applicable:
Eric H. Starkloff, our President and Chief Executive Officer (our “President and CEO”);
Karen M. Rapp, our now former Executive Vice President and Chief Financial Officer (resignation effective January 9, 2023);
Jason E. Green, our now former Chief Revenue Officer and Executive Vice President (departure effective December 31, 2022);
Scott A. Rust, our Executive Vice President, Global Operations; and
Ritu Favre, our Executive Vice President & GM, Business Units.
Executive Summary
This Compensation Discussion and Analysis outlines the material elements of our 2022 executive compensation programs, provides an overview of our executive compensation philosophy, including our principal compensation policies and practices, and describes specific compensation decisions made during 2022 by our Compensation Committee for our Named Executive Officers, including the key factors that the Compensation Committee considered in this proxy statement. Referencesdetermining our Named Executive Officers’ compensation.
Chief Financial Officer Transition Announced in December 2022
Ms. Rapp resigned as our Executive Vice President and Chief Financial Officer in January 2023 and transitioned to a strategic advisor role to ensure an orderly transition. In connection with Ms. Rapp’s resignation, we entered into an Offer Letter for Continuing Employment with Ms. Rapp dated December 12, 2022 (the “Rapp Offer Letter”), which superseded and replaced Ms. Rapp’s existing Executive Employment Agreement with the Company. Ms. Rapp did not receive any severance payments or benefits in connection with her resignation. Information about the Rapp Offer Letter is described below in the section entitled “Employment Arrangements and Post-Employment Compensation.”
Daniel Berenbaum commenced serving as our “namedExecutive Vice President, Chief Financial Officer, and Treasurer in January 2023, pursuant to an Executive Employment Agreement with the Company dated December 14, 2022 (the “Berenbaum Executive Employment Agreement”).
2022 Business Highlights
We experienced strong demand for our products throughout 2022 and continued to focus on driving efficiencies across our business. Despite some disruptions from global supply chain constraints, we were able to achieve record revenue and the highest non-GAAP operating income in more than 20 years.
•
Revenue: We reported net sales of $1.7 billion, an all-time record and a 13% percent increase from 2021.
•
Cash Generation: We generated annual cash flow from operations of $43 million. As of December 31, 2022, we held $140 million in cash and cash equivalents.
•
Capital Deployment: In 2022, we returned $300 million to our stockholders through dividends and stock repurchases. We also completed the acquisition of several companies for total consideration of $72 million, net of cash received. These acquisitions are intended to accelerate our investments in key focus areas, including vehicle electrification.
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•
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.
graphic
Say-on-Pay Vote
At our 2022 Annual Meeting of Stockholders, approximately 91% of the votes present and entitled to vote on the advisory vote for 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 officers” in this CD&A are to the same personscompensation program. As set forth in more detail in the summaryIntroduction to this Proxy Statement, in the fourth quarter of 2021 and 2022, we reached out to our major stockholders and engaged with them on their views and concerns about our policies and practices, including our executive compensation. Overall, the feedback we have received from our stockholders supported our existing executive compensation table.

program.

During 2022, the Compensation Committee made no material changes to the structure of the total direct compensation paid to our Named Executive Officers. See the Introduction to this Proxy Statement for additional information about our stockholder engagement efforts.
2022 Executive Compensation DiscussionHighlights
In 2022, the Compensation Committee took the following actions with respect to the compensation of our Named Executive Officers:
•
Established Named Executive Officer Base Salaries – Approved annual base salary increases for three of our Named Executive Officers ranging from 3.5% to 5.9%. The base salary for two of our Named Executive Officers, including our President and CEO, remained unchanged for 2022.
•
Established Named Executive Officer Executive Incentive Program (“EIP”) Targets – For our Named 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 that increased or decreased with company performance) for cash incentive bonus opportunities pursuant to the EIP, and approved target cash incentive bonus opportunities of 100% of our Named Executive Officer’s 2022 annual base salary. Our Board, based on the recommendations of the Compensation Committee, approved the same EIP key company financial and operational performance objectives for our President and CEO. Our Board approved, at the recommendation of the Compensation Committee, a target cash incentive bonus opportunity equal to 135% of our President and CEO’s 2022 annual base salary, which, if paid at target, would result in an EIP payout of $992,250. For 2022, the EIP Bonus paid to Mr. Starkloff, Ms. Rapp, Mr. Rust and Ms. Favre was $385,191, $194,100, $164,985 and $174,690, respectively. See “Executive Incentive Program” below for more information regarding the EIP, including actual payouts for 2022.
•
Granted Named Executive Officer Equity Awards – Granted equity awards in the form of 40% time-based restricted stock units (“RSUs”) and 60% performance restricted stock units (“PRSUs”) to be settled in shares of our common stock, in amounts ranging from target levels of $1,100,000 to $1,700,000, to our Named Executive Officers, other than our President and CEO, and a target level of $6,000,000 (40% RSUs and 60% PRSUs) to our President and CEO.
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•
Former CFO Transition – We entered into the Rapp Offer Letter with Ms. Rapp, our former Executive Vice President and Chief Financial Officer, which sets forth the following compensation terms for her role as a strategic advisor, effective January 9, 2023:
an annual base salary of $300,000;
a target cash incentive bonus opportunity under our Annual Incentive Program (the “AIP”) of 40% of her annual base salary assuming continued employment through the applicable AIP payout date; and
unvested RSUs and Analysis

OverviewPRSUs that were outstanding as of Compensation PhilosophyJanuary 9, 2023 will continue to vest based on her continued employment in a strategic advisor role pursuant to the Rapp Offer Letter through the applicable vesting dates, subject to the terms of our equity incentive plan(s) as well as the applicable RSU and Objectives

NI’s philosophy towardsPRSU award agreements.

Ms. Rapp has informed us of her intent to continue in her strategic advisor role only through May 2023 and, based on this proposed resignation date, Ms. Rapp would not be eligible to participate in the AIP which is typically paid out after year end. More information about the Rapp Offer Letter is described below in the section entitled “Employment Arrangements and Post-Employment Compensation.”
Pay-for-Performance Discussion
Our 2022 executive compensation program consisted of base salary, an annual cash incentive bonus opportunity under our EIP, and long-term incentive compensation opportunities in the form of RSUs and PRSUs. The EIP metrics and payouts are closely linked to stockholder value creation through the achievement of our short-term and long-term financial, operational, and strategic objectives, and PRSUs are earned and eligible for vesting based on our TSR compared to the TSR of the specified index over a three-year performance period.
The 2022 pay mix for our Named Executive Officers was predominantly variable or “at risk.” As the following charts illustrate, the intended target value of the variable or “at risk” compensation for its named2022 was 91% of our President and CEO’s target total direct compensation (defined as the sum of 2022 base salary, target annual cash incentive bonus opportunity and target equity award opportunities), and 80% of our other Named Executive Officers’ average target total direct compensation.
graphic
Further, 60% of our President and CEO’s target total direct compensation was tied to the achievement of pre-established, rigorous financial goals through the EIP bonus and PRSUs, as was 56% of the average target total direct compensation of our other Named Executive Officers. We believe this distribution of compensation, which depends on our performance, aligns our Named Executive Officer’s interests with those of our stockholders.
In addition, long-term incentive compensation in the form of either RSUs or PRSUs represented 78% of our President and CEO’s target total direct compensation and 60% of the average target total direct compensation of our other Named Executive Officers.
Based on feedback we received from our stockholders in prior years and through our own due diligence and a competitive positioning analysis of compensation provided by our peers, in 2022, PRSU awards represent 60% of the target
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equity award opportunity awarded to our Named Executive Officers, while the other 40% consisted of RSU awards. We have received favorable stockholder feedback with respect to granting PRSUs with relative performance metrics such as total shareholder return (“TSR”). We believe that our use of performance-based long term incentive compensation is important to strengthening the alignment between our Named Executive Officers’ compensation and creation of stockholder value, while also driving the achievement of our financial and operational goals.
Executive Compensation Policies and Practices
We endeavor to maintain sound governance standards consistent with our executive officers reflectscompensation 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 of driving revenue and profitable growth for the Company, given the dynamic nature of our business and the market in which we compete for executive talent. The following principles:

summarizes our executive compensation and related policies and practices:
What We Do
•Total
Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation opportunities should be competitive.    NI believes that its total compensation programs should be competitive so that NI can attract, retain and motivate talented executives.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.
•Total
Annual Executive Officer Compensation Review. At least once a year, the Compensation Committee conducts a review of our Executive Officer compensation should be related to NI’s performance.    NI believesstrategy.
•
Pay for Performance. Our executive compensation program is designed so that a significant portion of its executives’our Named Executive Officers’ target total direct compensation is variable or “at risk” based on achievement of pre-established corporate performance objectives.
•
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 likely to have a material adverse effect on us.
•
Stock Ownership Policy. We have adopted stock ownership guidelines for our Executive Officers and the non-employee members of our Board under which they must accumulate and hold, consistent with the terms of the guidelines, a number of shares of common stock equivalent to a multiple of their annual base salary or retainer, as applicable.
•
“Double-Trigger” Compensation Arrangements in Connection with a Change in Control for Our Named Executive Officers. In the event of a Change in Control (as defined in their respective employment agreements) of the Company, our Named Executive Officers would not receive severance payments or benefits pursuant to their employment agreement unless there is both (i) a Change in Control of the Company and (ii) an involuntary termination of employment without Cause or resignation for Good Reason (also as defined in their respective employment agreements) within the period beginning three months prior to a Change in Control and ending 12 months following a Change in Control. See “Potential Payments Upon Termination or Change in Control” below for more information on our Named Executive Officer’s Change in Control payments and benefits.
•
“Clawback” Policy. We have adopted a “clawback” policy (the “Clawback Policy”) applicable to any current and former Executive Officers, which enables the Compensation Committee to recoup excess incentive compensation awarded after January 1, 2022 in the event of a restatement of our financial statements caused by an Executive Officer’s fraud, intentional misconduct, or gross negligence. See “Other Compensation Policies – Compensation Clawback Policy” below for further information on the Clawback Policy.
What We Do Not Do
•
No Guaranteed Bonuses. We do not provide guaranteed bonuses to our Named Executive Officers.
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•
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 prohibit short selling or trading in derivatives of our securities. In addition, directors, executive officers and other employees identified by us as those subject to our quarterly blackout window are prohibited from holding our securities in margin accounts, pledging our securities as collateral for any loan 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 the Company.
•
No Special Welfare or Health Benefits. We do not provide our Named Executive Officers with any welfare or health benefit programs, other than an annual executive physical.
•
Limited 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 is aligned with the following primary goals:
Our compensation practices are designed to support the interests of our stockholders.
Achieving financial goals and other operational targets that drive the profitable growth of the Company is 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, including zero, are built into our incentive compensation plans to deliver appropriate rewards based on Company 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 linked to achieving specifiedthe achievement of specific and challenging financial, operational, and strategic objectives that NI believes will createare expected to lead to increased stockholder value.value and executive retention and engagement.

•Total compensation
Performance Differentiated: Compensation should be relatedstructured to create an effective link between pay and performance at both the corporate and individual performance.    NI believeslevel so that executives’ total compensation should reward individual performance achievementsthe contributions of our Executive Officers are valued and encourage individual contributions to NI’s performance.rewarded.

•Equity awards help executives think like stockholders.    NI believes that executives’ total compensation
Market Competitive: Compensation should have a significant equity component because stock based equity awards help reinforce the executive’s long-term interest in NI’s overall performancebe competitive to attract, retain, and thereby align the interests of the executive with the interests of NI’s stockholders.motivate Executive Officers needed to achieve our core strategic vision.

•NI’s
No Excessive Dilution: We believe that our overall amount ofreliance on equity awards should be related to its revenue growth.    NI believesour performance, and that itsthe use of equity awards must be sensitive to the dilutive impact that such equity compensation will have on itsour stockholders. As a result, NI’s overall amount of equity awards for each year is linked to its 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 attract and 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.
•​​The same compensation programs should generally apply to both executive andnon-executive employees whenever possible.    NI values the contributions of all employees and, to the extent practicable, NI designs its compensation programs to apply to all employees. NI seeks to minimize the number of compensation programs that apply only to its executives and disfavors the use of executive perks.
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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 Compensation

In establishing NI’s overall programOfficers, other than for executive compensation,our President and CEO. The independent members of our Board review and approve the recommendations of the Compensation Committee workswith respect to the compensation for our President and CEO. The Compensation Committee’s decisions are subject to any approval of our Board 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 program, administers our equity compensation plans, and reviews and approves the compensation of our Executive Officers (other than our President and CEO).

The Compensation Committee operates under a written charter adopted by our Board. A copy of the charter is posted on the investor relations section of our website located at https://investor.ni.com/corporate-governance.
As described in greater detail in the next section, the Compensation Committee considers both Company 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, our EIP is designed to incentivize our Executive Officers to achieve pre-established Company key objectives, which are financial and operational metrics, and ensure that our performance 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 (or, 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 (or 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;
each individual Named Executive Officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys;
the scope of each Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys;
the prior performance of each individual Named 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 Named Executive Officer to contribute to our long-term financial, operational, and strategic objectives;
the business risk presented to us in the event the Named Executive Officer were to leave our employ;
our President and CEO’s compensation relative to that of our Named Executive Officers, and compensation parity among our Named Executive Officers;
general compensation trends and practices in the technology industry and broader U.S. market;
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the compensation practices of comparable companies, including our compensation peer group and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data conducted by the Compensation Committee’s compensation consultant as well as our in-house compensation experts; and
the recommendations of our President and CEO with respect to the compensation of our Named Executive Officers (other than his own compensation).
These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any single factor on the determination of pay levels objectively 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 factors in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer, and business judgment in making these decisions.
Role of Management
In establishing our executive compensation program, the Compensation Committee worked closely with NI’sour senior management, including its Chief Executive Officerour President and CEO and our Senior Vice President of Human Resources. However, NI’s executives do not participate in any Board orand Chief People Officer. In 2022, the Compensation Committee deliberations relating to their own compensation.

obtained input from our President and CEO when discussing the performance of, and compensation levels for, our Named Executive Officers (other than himself). The Compensation Committee also worked closely with our President and CEO and our Senior Vice President and 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 was present when his or her own compensation was being discussed by the Compensation Committee.

Role of Compensation Consultant
The Compensation Committee has engaged Frederic W. Cook & Co. (“F.W. Cook”)Compensia, a national compensation consulting firm, as an independentits compensation consultant for 2011 and 2014to advise on executive compensation purposes. At those times,matters. In 2022, at the direction of the Compensation Committee, determined to engage an independent consultant every three years. Accordingly,Compensia conducted various projects, including performing a comprehensive review of our executive compensation program, performing a review of the compensation program for our Board on behalf of the Nomination and Governance Committee, assisting the Compensation Committee again engaged F.W. Cook in 2017 to review NI’s overallupdating our compensation peer group and preparing an analysis of the compensation of our Executive Officers, and assisting in the preparation of the executive compensation structure and perform an analysis and assessment of NI’s compensation processes, methodologies and practices to evaluate their effectiveness and alignment with NI’s compensation philosophy and objectives (as outlined above).disclosure for our 2022 proxy statement. Compensia did not provide any other services for us in 2022.
The Compensation Committee annually reviews Compensia’s performance. As part of its analysis, F.W. Cook reviewed compensation trends and developments,

compensation levels for a number of companies that were comparable to NI in terms of market capitalization, revenue size and number of employees (including the Radford data used by NI in prior years as described below), NI executive compensation levels and certain disclosure and regulatory requirements.

As a result of its analysis, F.W. Cook concluded that NI’s compensation program was highly effective, enabled NI to attract and retain leadership talent and that the program was comprehensively tailored to NI’s business model, culture and philosophy. The Compensation Committee considered the consultant’s work in establishing executive compensation levels for 2017. In connection with the engagement of F.W. Cook in 2017,review process, the Compensation Committee considers the independence of Compensia in accordance with SEC and Nasdaq listing rules. 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 2022.

Based on this review, as well as consideration of the factors affecting independence set forth in the SEC and Nasdaq listing rules, the Compensation Committee has determined that F.W. Cookno conflict of interest was raised by Compensia’s work and that Compensia met the independence requirements of applicablesuch rules.
Competitive Positioning
In making its compensation decisions for 2022, the Compensation Committee reviewed a competitive market analysis based on a compensation peer group, including (1) compensation data collected from publicly available information contained in the SEC filings from 19 selected peer group companies, and Nasdaq rules. As described above, F.W. Cook(2) data from a customized cut of the Radford Global Technology Survey, which included 15 of the 19 peer companies. Where insufficient data was engagedavailable for a specific position for our peer group, the Compensation Committee looked at data from the general Radford Global Technology survey focusing on publicly traded technology companies with annual revenues ranging from $1 billion to $3 billion.
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Based on the recommendation of its compensation consultant, the Compensation Committee made the following changes to the peer group for 2022 (as compared to the peer group for 2021): (1) removed Nuance Communications due to its pending acquisition and Synopsys due to its large market capitalization, (2) added Advanced Energy Industries and FormFactor as they fit our traditional business model, and (3) added Altair Engineering and Alteryx to reflect our transition to a software-oriented business model. The compensation peer group approved by the Compensation Committee in 2011, 2014 and 2017. F.W. Cook was also engaged byfor 2022 consisted of the following companies:
​
Company Name
​​
Annual
Revenue
(in millions)
(last four quarters)
​​
Market
Capitalization (1)
(in millions)
​
​
Advanced Energy Industries
​​
$1,452
​​
$3,846
​
​
Altair Engineering
​​
489
​​
4,902
​
​
Alteryx
​​
505
​​
5,314
​
​
ANSYS
​​
1,740
​​
28,929
​
​
Cadence Design Systems
​​
2,801
​​
35,182
​
​
Cirrus Logic
​​
1,369
​​
4,434
​
​
Cognex
​​
883
​​
13,721
​
​
Citrix Systems
​​
3,152
​​
14,505
​
​
FormFactor
​​
719
​​
2,659
​
​
Keysight Technologies
​​
4,632
​​
26,507
​
​
MKS Instruments
​​
2,488
​​
9,944
​
​
Novanta
​​
598
​​
4,783
​
​
OSI Systems
​​
1,092
​​
1,740
​
​
PTC
​​
1,634
​​
15,442
​
​
Silicon Laboratories
​​
927
​​
5,988
​
​
Teledyne Technologies
​​
3,107
​​
19,237
​
​
Teradyne
​​
3,199
​​
21,022
​
​
Trimble
​​
3,242
​​
19,471
​
​
Viavi Solutions
​​
1,155
​​
3,913
​
Financial data per S&P Capital IQ as of June 22, 2021.
(1)
30-day average.
The Compensation Committee in connection withused the CEO Agreement (as defined below)specific compensation data described above to assess the reasonableness and to assist with Proxy Statement disclosure analysiscompetitiveness of the compensation packages as a whole for this Proxy Statement and by the Nomination and Governance Committee fornon-employee director compensation analysis in 2017. F.W. Cook has not provided any other services to the Board or Board Committees. F.W. Cook has not provided any services to NI.

As described below, NI utilizes survey information to help determine whether the total compensation package forour Named Executive Officers but exercised its executives is competitive with comparable companies. NI exercises judgment in allocating compensation among specific programs in viewour Named Executive Officers and among the various elements of its overalleach individual Named Executive Officer’s total compensation philosophy, objectives, business results and risk assessment.

For the past several years, thepackage.

The Compensation Committee has utilized data from Radford Surveys, a leading worldwide provider of survey information regarding executive compensation of technology companies. In setting compensation levels for 2017, the Radford data which was utilized included executive compensation information of public companies in the high technology industry that had annual revenues ranging from $500 million to $999.9 million and from $1 billion to $3 billion. NI believes the information from public companies in such revenue range is appropriate because it affords an adequate sample size of comparable high technology companies and because the average annual revenue of the companies in such range is comparable to NI’s annual revenue. NI compares the compensation of its executive officers with that of the executive officers in the Radford survey as a whole rather than any individual company within such survey.

NI believes that total compensation and each element of compensation at or around the 50th percentile of the peer companies providedcompetitive market (based on the compensation data evaluated), in the Radford surveyeach case, is the appropriate starting point for benchmarkingreference when determining the compensation of its executives.our Named Executive Officers. Though NIthe Compensation Committee uses suchthe 50th percentile as a reference point, NIit does not target a specific percentile in the range of comparative information for each individual executiveNamed Executive Officer or for each componentelement of compensation. Instead, NIthe Compensation Committee structures athe total compensation package for each Named Executive Officer after consideration of the comparative market data and the other factors described above under “Setting Total Direct Compensation.”

Elements of Executive Compensation
The principal elements of our executive compensation program for 2022 were as follows:
Base salary;
EIP for cash incentive bonus opportunities; and
Long-term incentive compensation in the form of equity awards.
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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 Named Executive 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 at the time we hire or promote the individual Named Executive Officer, taking into account his or her position, qualifications, experience, salary expectations, external market data, and the base salaries of our other Executive Officers. Thereafter, the Compensation Committee reviews the base salaries of our Executive 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’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 2022, the comparative informationCompensation Committee reviewed the base salaries of our Named Executive Officers, taking into consideration a competitive market analysis prepared by Compensia and suchthe recommendations of our President and CEO (other than with respect to his own salary), as well as the other factors specificset forth above and described in “Compensation Discussion and Analysis – “Compensation-Setting Process” – “Setting Total Direct Compensation.” Base salary increases that took effect as of January 1, 2022 for certain of our Named Executive Officers are as follows:
​
Named Executive Officer
​​
2021
Annual Base
Salary
​​
2022
Annual Base
Salary
​​
Percentage
Adjustment
​
​
Eric H. Starkloff
​​
$735,000
​​
$735,000
​​
—%
​
​
Karen M. Rapp
​​
480,000
​​
500,000
​​
4.2%
​
​
Scott A. Rust
​​
425,000(1)
​​
425,000
​​
—%
​
​
Jason E. Green
​​
575,000
​​
595,000
​​
3.5%
​
​
Ritu Favre
​​
425,000
​​
450,000
​​
5.9%
​
(1)
Mr. Rust’s base salary was increased from $412,500 to $425,000 in connection with his promotion to Executive Vice President, Platform & Product, pursuant to his employment agreement with the Company, effective October 1, 2021.
The Compensation Committee increased the base salary for Ms. Favre to the individual, including the level of responsibility, prior experience, expectations of future performance and assessment of risk as it relatesbring her base salary closer to employee motivation and employee retention. NI uses information obtained from Radford to test for reasonableness and competitiveness of its compensation package as a whole, but exercises judgment in allocating compensation among executives and within each element of an individual’s total compensation package. Set forth on Exhibit A is each of the companies that are covered by the relevant portion of the Radford information utilized by NI for 2017 compensation purposes. For 2017, the actual total compensation paid to NI’s executive officers was between the 25th percentile and the 50thpercentile of the peer companiesgroup. The actual base salaries paid to our Named Executive Officers in 2022 are set forth in the Radford data.

NI does not have specific policies“2022 Summary Compensation Table” below.

Executive Incentive Program
The EIP is intended to promote Company performance (and, thereby, increase stockholder value) by providing our 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. Every calendar year, the Compensation Committee sets key corporate financial and operational objectives that it considers critical to our performance during such calendar year. For 2022, these key corporate financial and operational objectives, which were set during the first quarter of the year, were:
non-GAAP organic revenue growth (excluding (i) any acquisitions by the Company other than N H Research, LLC or (ii) any dispositions by the Company) (“Revenue Growth”);
non-GAAP operating margin levels based on organic results (“Operating Margin”); and
recurring billed value of all termed software subscription license agreements and perpetual maintenance agreements normalized to a one-year period (“Software Annual Recurring Revenue”).
Refer to Annex I for allocatinga reconciliation of the non-GAAP financial measures to our results as reported under GAAP.
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After selecting these key corporate financial and operational objectives, the Compensation Committee, or, in the case of our President and CEO, the independent members of our Board, based on the recommendations of the Compensation Committee, set: (1) the weighting of the key corporate financial and operational objectives for each Named Executive Officer, (2) the target cash incentive bonus opportunity for each Named Executive Officer, expressed as a percentage of his 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.
The key corporate financial and operational objectives were weighted as follows: 50% of any payout was dependent on achieving the pre-established Revenue Growth target level, 30% of any payout was dependent on achieving the pre-established Operating Margin target level, and 20% of any payout was dependent on achieving the Software Annual Recurring Revenue target level.
After the end of the year, the payout amount for the actual level of achievement of each key corporate financial and operational objectives was determined by the Compensation Committee. The Operating Margin payout was approved by the Compensation Committee based on our performance after adjusting the Operating Margin for actual annual cash incentive compensation expenses and associated payroll taxes versus related estimated expenses and taxes used when establishing the EIP payout slope. The Compensation Committee then approved the EIP payout for each Named Executive Officer, other than our President and CEO, and provided a recommendation to the independent members of our Board with respect to the EIP payout for our President and CEO for their consideration and approval.
The Compensation Committee set the 2022 EIP payout levels with a linear payout slope. EIP payout levels are capped at the maximum of 200% and can be as low as zero.
The weighting and payout level percentages for each of these key corporate financial and operational objectives in 2022, to be paid linearly between payout levels, were as follows:
​
 
​​
 
​​
Payout Level
​​
2022
​
​
Objective
​​
Weighting
​​
0%
​​
50%
​​
100%
​​
150%
​​
200%
​​
2022
Actual
Objective
Result
​​
2022
Objective
Payout
Percentage
​
​
Revenue Growth ($ in millions) (1)
​​
50%
​​
<0%
​​
$1,619 10%
​​
$1,766 20%
​​
$1,913 30%
​​
$2.060 40%
​​
$1,633
​​
54.8%
​
​
Operating Margin (%) (1)
​​
30%
​​
<20.5%
​​
20.5%
​​
20.8%
​​
23.3%
​​
25.5%
​​
19.9%
​​
0 %
​
​
Software Annual Recurring Revenue ($ in millions)
​​
20%
​​
<$208
​​
$229
​​
$250
​​
$271
​​
$292
​​
$232
​​
57.1%
​
(1)
Refer to Annex I for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
The table above sets forth the 2022 actual objective results and the related objective payout percentages. For 2022, Company performance corresponded to a payout percentage of 54.8% for the Revenue Growth objective, 0% for the Operating Margin objective, and 57.1% for the Software Annual Recurring Revenue objective.
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The actual EIP bonus paid to each of our Named Executive Officers (other than Mr. Green) was calculated by multiplying (i) the aggregate weighted 2022 EIP attainment percentage (as noted in the table below) by (ii) the 2022 EIP target amount (which is equal to the Named Executive Officer’s annual base salary multiplied by the EIP target percentage). Company performance for all key objectives resulted in a 2022 weighted EIP attainment percentages of 38.8% for each of our Named Executive Officers. For 2022, the EIP bonus paid to each of our Named Executive Officers was as follows:
​
Named Executive Officer
​​
2022 EIP Target
Percentage
​​
2022 EIP Target
Amount
​​
2022 Weighted
Attainment
Percentage
​​
2022
EIP Bonus Paid
​
​
Eric H. Starkloff
​​
135%
​​
$992,250
​​
38.8%
​​
$385,191
​
​
Karen M. Rapp
​​
100%
​​
500,000
​​
38.8%
​​
194,100
​
​
Jason E. Green (1)
​​
100%
​​
595,000
​​
—
​​
—
​
​
Scott A. Rust
​​
100%
​​
425,000
​​
38.8%
​​
164,985
​
​
Ritu Favre
​​
100%
​​
450,000
​​
38.8%
​​
174,690
​
(1)
Mr. Green departed from the Company effective December 31, 2022. Pursuant to the Transition Agreement and Release (the “Transition Agreement”) and the Separation Agreement and Release (the “Separation Agreement,” and together with the Transition Agreement, the “Green Transition and Separation Agreement”), Mr. Green received a lump sum payment in the amount of $595,000, which is the equivalent to 100% of his 2022 target cash incentive bonus opportunity (which was established at 100% of his annual base salary), paid at the same time the EIP bonus was paid to other Executive Officers of the Company.
The actual bonuses paid to our Named Executive Officers for 2022 are set forth in the “2022 Summary Compensation Table” below.
Long-Term Incentive Compensation
We believe that long-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 currently paid outour 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 Named Executive Officers in a competitive market.
Long-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 2022, awards were granted from the 2020 Equity Incentive Plan. The amount and forms of such equity awards are determined by the Compensation Committee after considering an analysis prepared by its compensation consultant, the factors described in “Compensation Discussion and Analysis — Compensation-Setting Process” above and the retention power on each Named Executive Officer as determined by his or policiesher current unvested equity holdings. The amounts of the equity awards are intended to provide competitive value that results in target total direct compensation opportunities within a competitive range of the market data relative to our compensation peer group for allocatingsimilar roles and positions for each of our Executive Officers. The values are also determined by other considerations such as business results, experience, and individual performance.
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Based on our own due diligence through reviewing the competitive market and our increase in emphasis on granting performance-based long term incentive compensation, in 2022, the Compensation Committee granted PRSUs representing 60% of the equity award value under our long-term incentive program to our Named Executive Officers, while the other 40% of the equity award value consisted of time-based RSUs. The mix is aligned with the practices of our peer group. From 2019 to 2021, the Compensation Committee previously granted PRSUs representing 50% of the equity award value to our Named Executive Officers (other than our President and CEO), while the other 50% of the equity award value consisted of RSUs. We believe that our use of performance-based long term incentive compensation is important to strengthening the alignment between cash andnon-cashour Named Executive Officers’ compensation and among different formscreation ofnon-cash compensation. stockholder value, while also driving the achievement of our financial and operational goals. The following table shows the target number of units pursuant to PRSU awards granted to each of our Named Executive Officers in January 2022. Each NI executiveunit granted pursuant to the PRSU awards represented a contingent right to receive one share of our common stock for each unit earned for the Performance Period
​
Named Executive Officer
​​
Target PRSUs
​​
Target Grant Date
Fair Value (1)
​
​
Eric H. Starkloff
​​
84,526
​​
$4,976,891
​
​
Karen M. Rapp
​​
21,136
​​
1,277,883
​
​
Jason E. Green (2)
​​
23,954
​​
1,448,259
​
​
Scott A. Rust
​​
15,500
​​
937,130
​
​
Ritu Favre
​​
19,727
​​
1,192,694
​
(1)
The fair value of the PRSUs was estimated using a Monte Carlo 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 Russell 2000 Index (the “Index”) over the three-year performance period that commenced on January 1, 2022 and will end on December 31, 2024 (the “Performance Period”). Grant date fair value is based on the grant date of January 18, 2022 (for the awards granted to Ms. Rapp, Mr. Green, Mr. Rust and Ms. Favre) and January 19, 2022 (for the award granted to our President and CEO).
(2)
Mr. Green departed from the Company effective December 31, 2022. Pursuant to the Green Transition and Separation Agreement, any PRSUs that were to be earned and unvested after his date of termination would not vest and will be forfeited. Thus, Mr. Green’s 2022 PRSUs were forfeited in connection with his departure.
The 2022 PRSUs may be earned and eligible for vesting based on our TSR compared to the TSR of the Index over the Performance Period of three years (using the average daily closing price of our common stock over a 30-day lookback period in each case). A linear calculation is performed between the stated percentiles to determine actual number of PRSUs earned at the end of the Performance Period.
The Compensation Committee set the target at the 55th percentile of the Index to incentivize above-median performance. The number of units subject to the 2022 PRSU awards will be earned from 0% to 200% of the target number of units based on our TSR compared to the Index as follows:
​
Payout Level
​​
TSR Percentile Rank Against
the 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%
​
Each unit granted pursuant to the PRSU awards represented a contingent right to receive one share of our common stock for each unit earned for the performance period.
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The following table shows the number of units pursuant to time-based RSU awards granted to each of our Named Executive Officers in January 2022:
​
Named Executive Officer
​​
RSUs
(Number of Shares)
​​
Grant
Date Fair Value (1)
​
​
Eric H. Starkloff
​​
56,351
​​
$2,289,541
​
​
Karen M. Rapp
​​
14,091
​​
587,877
​
​
Jason E. Green (2)
​​
15,969
​​
666,227
​
​
Scott A. Rust
​​
10,333
​​
431,093
​
​
Ritu Favre
​​
13,151
​​
548,660
​
(1)
The fair value of RSUs was estimated using the closing price of our common stock for the day immediately prior to the date of grant. The 2022 RSUs were granted to each of Ms. Rapp, Mr. Green, Mr. Rust and Ms. Favre on January 18, 2022 and to our President and CEO on January 19, 2022.
(2)
Mr. Green departed from the Company effective December 31, 2022. Pursuant to the Green Transition and Separation Agreement, the portion of his 2022 RSU award that would have vested had Mr. Green remained employed through December 31, 2023 (representing 5,323 units) were accelerated and vested upon his departure on December 31, 2022. Each unit that was accelerated pursuant to the RSU award represented a contingent right to receive one share of our common stock for each unit that vested. The remaining portion of his 2022 RSU award with vesting dates after December 31, 2023 were forfeited upon his departure on December 31, 2022.
The 2022 RSUs vest in equal annual installments over a mixthree-year period, with the first installment vesting on May 1, 2023, contingent upon the Named Executive Officer remaining continuously employed by us through each applicable vesting date.
The overall value of the long-term incentive equity award for our President and CEO and our other Named Executive Officers was determined after consideration of multiple factors as described in “Compensation Discussion and Analysis — Compensation–Setting Process” above. Such factors include a competitive market analysis prepared by the Compensation Committee’s compensation comprised of base salary, performance-based bonus,consultant as well as the current retention incentive for each Named Executive Officer as determined by his or her current unvested equity holdings.
The equity awards service-based bonusgranted to our Named Executive Officers in 2022 are set forth in the “2022 Summary Compensation Table” and discretionary bonuses. the “2022 Grants of Plan-Based Awards” table below.
The PRSU awards previously granted in 2020 and 2021 to our Named Executive Officers were also measured against the Index. The performance period for the PRSU awards granted in 2020 began on January 1, 2020 and ended on December 31, 2022 (the “2020 Performance Period”). The performance period for the PRSU awards granted in 2021 began on January 1, 2021 and will end on December 31, 2023 (the “2021 Performance Period”).
For the 2020 Performance Period, our TSR ranked in the 48.54 percentile as compared to the Index, such that 89% of the PRSUs granted in 2020 were earned and vested as of December 31, 2022. The following table shows the total number PRSUs granted to our Named Executive Officers in January or February 2020, the vesting percentage and the number of vested PRSUs as of December 31, 2022.
​
Named Executive Officer (1)
​​
PRSUs Granted in
2020
​​
Vesting
Percentage
​​
Number of Vested
Performance-Based
Restricted Stock Units
​
​
Eric H. Starkloff (2)
​​
100,471
​​
89%
​​
89,419
​
​
Karen M. Rapp
​​
15,657
​​
89%
​​
13,934
​
​
Jason E. Green (3)
​​
11,184
​​
89%
​​
9,953
​
​
Scott A. Rust
​​
8,947
​​
89%
​​
7,962
​
(1)
Ms. Favre was not eligible for a PRSU award in 2020 because she was not an Executive Officer.
(2)
Mr. Starkloff’s PRSU awards were made pursuant to the Executive Employment Agreement, dated October 28, 2019, and include a one-time promotional award of 75,000 PRSUs granted on February 1, 2020 and a supplemental award of 25,471 PRSUs granted on April 29, 2020.
(3)
Pursuant to the Green Transition and Separation Agreement, the PRSUs granted to Mr. Green in 2020 vested at the end of the 2020 Performance Period. Each unit granted pursuant to the 2020 PRSU awards represented a contingent right to receive one share of our common stock for each unit earned for the 2020 Performance Period.
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Health and Other Benefits
Our Named Executive Officers are eligible to receive an annual executive physical as well as the other 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, employee assistance program, basic life insurance benefits, accidental death and dismemberment insurance policies, short-term and long-term disability insurance, and commuter 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 2022, we made matching contributions under the Section 401(k) Plan in an amount equal to 50% of the amount of the participant’s contribution up to 8% of the participant’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 elementparticipant’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 our stock.
We also maintain the 1994 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 acquire shares of our common stock at a purchase price of 85% of the lower of the market price at the beginning or the end of the purchase period. 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 2022, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, valued at $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
We have written employment agreements with each of our Named Executive Officers. 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 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.
The terms and conditions of employment of each of our Named Executive Officers contain post-employment compensation arrangements that provide these Named Executive Officers with certain protection in the event of their termination of employment in specified circumstances such as involuntarily termination without Cause or resignation for Good Reason, including within a Change in Control (each as defined in their employment agreements).
We believe that the employment arrangements with our existing Named Executive Officers incentivized these individuals to accept and retain their positions. We also believe that the employment arrangements help maintain their
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continued focus and dedication to their assigned duties to maximize stockholder value. The Compensation Committee (and, with respect to our President and CEO, the independent members of our Board) reviewed the proposed terms of these arrangements and deemed it to be in our best interests and the best interests of our 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 the Company and have no such obligations in place with respect to any of our Named Executive Officers.
For (i) detailed descriptions of the employment arrangements we maintain with our Named Executive Officers, (ii) an estimate of the potential payments and benefits payable under these arrangements to the Named Executive Officers (other than Mr. Green) as of December 31, 2022 and (iii) a detailed description of the severance payments and benefits paid to Mr. Green in connection with his departure at the end of 2022, see “Potential Payments Upon Termination or Change in Control” below.
Equity Compensation Plans Terms
In addition, our equity compensation plans provide for the acceleration of vesting of outstanding and unvested equity awards in certain circumstances. See “Potential Payments Upon Termination or Change in Control” below for a further description.
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 have a Stock Ownership Policy for our President and CEO, other Executive Officers, and the non-employee members of our Board, which is intended to further align the interests of such individuals with the interests of our stockholders and to promote our commitment to good corporate governance. Our Stock Ownership Policy requires that:
our President and CEO hold shares of our common stock having a value equal to at least six times his annual base salary;
our other Executive Officers hold shares of our 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 our 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.
Under our Stock Ownership Policy, eligible stock ownership includes: (i) shares owned directly by the Executive Officer or non-employee member of our Board or his or her immediate family members residing in the same household, and (ii) shares held in trust for the benefit of the Executive Officer or non-employee member of our Board or his or her family. The value of each share is measured on the last day of the fiscal year as the greater of (i) the closing price on the date of calculation and (ii) the purchase price actually paid by the person for such share.
The Stock Ownership Policy requires that our President and CEO, our other Executive Officers, and the non-employee members of our Board achieve the applicable levels of ownership within five years after the date of his or her appointment.
Compensation Clawback Policy
We have a Clawback Policy applicable to any current and former Executive Officers. Pursuant to the Clawback Policy, if an Executive Officer engages in fraud, intentional misconduct or gross negligence that causes or partially causes the restatement of our financial statements due to material noncompliance with financial reporting requirements, the Compensation Committee may require such Executive Officer to reimburse or forfeit all or a portion
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of any excess incentive compensation (cash or equity-based compensation) that is paid to, awarded to, or received by such Executive Officer based on the achievement of financial or stock performance metrics, and which was awarded on or after January 1, 2022 and paid in the preceding three-year period from the time we determine that we must restate our financial statements.
We intend to adopt a general compensation recovery policy (or modify our existing Clawback Policy) covering our short-term and long-term incentive award plans and arrangements once Nasdaq has adopted an SEC-approved listing standard that complies with Exchange Act Rule 10D-1.
Derivative Trading, Short Sales, Margin Accounts and Hedging
Our Insider Trading Policy applies to all members of our Board, our officers, employees, consultants, contractors, agents or other service providers to us. Pursuant to our Insider Trading Policy, we do not permit short sales of our securities, 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 equity securities either granted by us as part of compensation, is determined onor held, directly or indirectly by an individual.
In addition, we prohibit those persons subject to our quarterly blackout periods from holding our securities in acase-by-case basis.

As described margin account 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 leadership team and their direct reports, certain members of the accounting and finance departments identified by their respective executive leadership team member as having specialized knowledge, certain members of the sales department identified by their respective executive leadership team member as having specialized knowledge, all members of 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, if applicable, any additional employee otherwise notified in greater detail below under “Analysis of Elements of Executive Compensation,”writing by the legal department.

Tax and Accounting Considerations
In designing our executive compensation program, the Compensation Committee considers both NI performancethe anticipated tax and individual performance when determiningaccounting implications to us and our Executive Officers. While the level of compensation for a numberCompensation Committee considers the applicable tax and accounting treatment of the elements of our executive compensation. For example,compensation program, these factors are not dispositive in determiningits decision making.
Deductibility of Executive Compensation
Section 162(m) of the grantsCode imposes a limit on the deductibility for federal income tax purposes of RSUsany remuneration in excess of $1 million paid to our CEO, CFO, and any increasescertain of our other executive officers. We expect that compensation paid to our Named Executive Officers in base salary,excess of $1 million generally will not be deductible. While the Compensation Committee takes into consideration, among other things,has taken steps in the prior individual performancepast 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 an executive officer, as well as NI’s performance. Similarly, the Annual Incentive Program (“AIP”) is an “at risk” bonus program designed to induce NI’s executive officers to accomplish a set of goals based upon individual performance and NI’s business goals and reflects NI’s philosophy that total compensation should be related both to individual performance and NI’s performance. Amounts, if any, awarded under the discretionary cash program are determined solely on individual performance. For some of NI’s other elements of executive compensation, such as the annual company cash performance bonus program, NI’s performance as a whole is determinative of the compensation payable to the participants. Section 162(m).
Accounting for Stock-Based Compensation
The Compensation Committee believes thattakes accounting considerations into account in designing compensation plans and arrangements for our Executive Officers and other employees including Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), the various elementsstandard which governs the accounting treatment of executivecertain stock-based compensation. Among other things, FASB ASC 718 requires us to record a compensation work togetherexpense in our income statement for all equity awards granted to promote NI’s objective that totalour Executive Officers and other employees. This compensation should be related both to individual performance and NI’s performance.

At our annual meeting of stockholders in 2017, our stockholders voted for aone-year interval for “management sayexpense is based on pay” review. At such meeting, our stockholders also approved, on an advisory(non-binding) basis and with over 99%the grant date fair value of the votes castequity award and, in favormost 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.

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The grant date fair value of PRSUs was estimated using a Monte Carlo simulation model. The determination of fair value of the proposal,PRSU is affected by our stock price and a number of assumptions including the compensationexpected 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 named executive officers. common stock and the companies included in the Index over the performance period.
Compensation Committee Report
The Compensation Committee consideredhas reviewed and discussed with management the favorable vote resultsdisclosures contained in the “Compensation Discussion and Analysis.” Based upon such review and discussion, the Compensation Committee recommended to our Board of Directors that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.
Respectfully Submitted,
Duy-Loan T. Le, Chair
James E. Cashman, III
Gayla J. Delly
Dr. Gerhard P. Fettweis
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Executive Compensation Tables
2022 SUMMARY COMPENSATION TABLE
The following table shows the total compensation earned by our Named Executive Officers during the years ended December 31, 2022, December 31, 2021, and December 31, 2020. Information is not included for Ms. Favre for the year ended December 31, 2020 as she was not a Named Executive Officer in such year:
​
Name
and Principal Position
​​
Year
​​
Salary
($)
​​
Bonus
($)(1)
​​
Stock
Awards
($)(2)
​​
Non-Equity
Incentive Plan
Compensation
($)(3)
​​
All Other
Compensation
($)(4)
​​
Total ($)
​
​
Eric H. Starkloff
President and CEO
​​
2022
​​
735,000
​​
—
​​
7,266,432
​​
385,191
​​
11,881
​​
8,398,504
​
​
2021
​​
735,000
​​
—
​​
6,659,514
​​
785,763
​​
10,108
​​
8,190,385
​
​
2020
​​
629,271
​​
—
​​
10,414,680
​​
411,075
​​
10,608
​​
11,465,634
​
​
Karen M. Rapp*
Former Executive Vice President
and Chief Financial Officer
​​
2022
​​
500,000
​​
100,000
​​
1,865,759
​​
194,100
​​
7,860
​​
2,667,719
​
​
2021
​​
480,000
​​
—
​​
3,580,931
​​
380,112
​​
8,260
​​
4,449,303
​
​
2020
​​
439,795
​​
—
​​
1,677,021
​​
159,703
​​
8,093
​​
2,284,612
​
​
Jason E. Green*
Former Chief Revenue Officer
and Executive Vice President
​​
2022
​​
595,000
​​
—
​​
2,114,486
​​
—
​​
1,476,812
​​
4,186,298
​
​
2021
​​
575,000
​​
200,000
​​
2,088,851
​​
364,274
​​
10,110
​​
3,238,235
​
​
2020
​​
551,042
​​
100,284
​​
1,197,918
​​
193,200
​​
10,110
​​
2,052,554
​
​
Scott A. Rust
Executive Vice President,
Global Operations
​​
2022
​​
425,000
​​
—
​​
1,368,223
​​
164,985
​​
15,423
​​
1,973,631
​
​
2021
​​
415,625
​​
—
​​
979,152
​​
243,386
​​
13,485
​​
1,651,648
​
​
2020
​​
383,717
​​
1,000
​​
958,313
​​
113,213
​​
11,760
​​
1,468,003
​
​
Ritu Favre
Executive Vice President & GM,
Business Units
​​
2022
​​
450,000
​​
—
​​
1,741,354
​​
174,690
​​
13,860
​​
2,415,377
​
​
2021
​​
425,000
​​
—
​​
1,566,666
​​
336,558
​​
11,760
​​
2,339,984
​
*
Mr. Rapp resigned as our Executive Vice President and Chief Executive Officer, effective January 9, 2023. Mr. Green departed from the Company as our Chief Revenue Officer and Executive Vice President, effective December 31, 2022.
(1)
In 2022, Ms. Rapp received a $100,000 retention cash bonus paid in four quarterly installments during 2022.
In 2021, Mr. Green received a $200,000 performance bonus based on the Portfolio BU’s performance during that year. In 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. The transition 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 our service award program pursuant to which employees may receive awards based on the number of years of continued employment with us. Awards under the 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 us and $1,000 in cash at their 10th, 15th, 20th and 25th anniversaries of service with us.
(2)
The amounts represent the aggregate grant date fair value of awards granted in each fiscal year, as computed in accordance with FASB ASC 718. The grant date fair value for time-based RSUs is measured in accordance with FASB ASC 718 and based on the closing price of our common stock on the date 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 performance condition as of the grant date. The fair value for each award may differ based on the applicable data, assumptions, and estimates used in the 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”). The value of the PRSU awards granted in 2022, assuming achievement of the maximum performance level of 200%, would have been: Mr. Starkloff: $9,953,782; Ms. Rapp: $2,555,765; Mr. Green: $2,896,518; Mr. Rust: $1,874,260; and Ms. Favre: $2,385,389.
​​
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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, in connection with appointment of Mr. Starkloff as our President and CEO.
For Mr. Rapp, the amount reflected in the “Stock Awards” column above for 2021 includes a one-time retention award of 27,700 RSUs granted on April 20, 2021, with a grant date fair value of $1,230,988.
(3)
The amounts represent the cash bonus earned by Named Executive Officers pursuant to the EIP for 2022, 2021, and 2020.
(4)
The amounts represent Company contributions to the Section 401(k) Plan on behalf of the Named Executive Officers, the full dollar value of premiums paid by us for term life insurance on behalf of the Named Executive Officers and certain other payments in the amounts shown below:
​
Named Executive Officer
​​
Year
​​
NI
Contributions
to 401(k)
Plan ($)
​​
Term Life
Insurance
Premium Paid
by NI for
Benefit of the
Insured ($)
​​
Other ($) *
​​
Total ($)
​
​
Eric H. Starkloff
​​
2022
​​
9,958
​​
360
​​
1,563
​​
11,881
​
​
2021
​​
8,748
​​
360
​​
1,000
​​
10,108
​
​
2020
​​
8,748
​​
360
​​
1,500
​​
10,608
​
​
Karen M. Rapp
​​
2022
​​
7,500
​​
360
​​
—
​​
7,860
​
​
2021
​​
7,900
​​
360
​​
—
​​
8,260
​
​
2020
​​
7,733
​​
360
​​
—
​​
8,093
​
​
Jason E. Green
​​
2022
​​
13,500
​​
360
​​
1,462,952
​​
1,476,812
​
​
2021
​​
9,750
​​
360
​​
—
​​
10,110
​
​
2020
​​
9,750
​​
360
​​
—
​​
10,110
​
​
Scott A. Rust
​​
2022
​​
13,500
​​
360
​​
1,563
​​
15,423
​
​
2021
​​
11,625
​​
360
​​
1,500
​​
13,485
​
​
2020
​​
11,400
​​
360
​​
—
​​
11,760
​
​
Ritu Favre
​​
2022
​​
13,500
​​
360
​​
—
​​
13,860
​
​
2021
​​
11,400
​​
360
​​
—
​​
11,760
​
*
The dollar amounts listed in “Other” for Mr. Starkloff reflect fees and expenses paid related to contributions by us to Mr. Starkloff’s health spending account paid in 2022, 2021 and 2020.
The dollar amounts listed in “Other” for Mr. Green reflect: the payments and benefits provided to Mr. Green in connection with his departure from the 2017Company effective December 31, 2022 as required by the terms of the Green Transition and Separation Agreement, consisting of: (i) the payment of $10,000 for executive transition services; (ii) a lump sum payment in the amount of $595,000, which is the equivalent to 100% of his 2022 target cash incentive bonus opportunity (which was established at 100% of his annual meeting (andbase salary), paid at the same time as the other executive officers, (iii) the reimbursement, or payment directly on his behalf, for the premiums for COBRA through December 31, 2023, or the date that he becomes eligible for coverage under a subsequent employer’s plan (estimated at $24,676) and (iv) $833,276, representing the value of the portion of Mr. Green’s outstanding time-based RSU awards that were accelerated as of his date of termination. For more information about Mr. Green’s severance payments and benefits, see “Potential Payments Upon Termination or Change in Control” below.
The dollar amounts listed in “Other” for Mr. Rust reflect Mr. Rust’s health spending account for 2022 and 2021.
The dollar amounts listed in “Other” for Ms. Favre reflect amount paid by NI in connection with Ms. Favre’s participation in an incentive award trip.
Other than the foregoing, NI did not provide its Named Executive Officers with any form of compensation that would be reportable under Item 402(c)(2)(ix) of Regulation S-K for the years reported in the table. NI does not pay or accrue cash dividends on unvested RSUs.
​​
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GRANTS OF PLAN-BASED AWARDS TABLE
FOR FISCAL YEAR ENDED DECEMBER 31, 2022
​
Named Executive Officer(1)
​​
Grant
Date
​​
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards (2)
​​
Estimated Future Payouts Under
Equity Incentive Plan Awards: Number
of Shares of Stock or Stock Units
​​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#) (3)
​​
Aggregate
Grant Date
Fair Value
of Stock
Awards (#)
​
​
Target ($)
​​
Maximum ($)
​​
Threshold (#)
​​
Target (#)
​​
Maximum (#)
​
​
Eric H. Starkloff
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Executive Incentive Program (EIP)
​​
​​
$992,250
​​
$1,984,5000
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2020 Incentive Plan - RSUs
​​
1/19/2022
​​
—
​​
—
​​
—
​​
—
​​
—
​​
56,351
​​
$2,289,541
​
​
2020 Incentive Plan - PRSUs
​​
1/19/2022
​​
—
​​
—
​​
42,263
​​
84,526
​​
169,052
​​
—
​​
4,976,891
​
​
Karen M. Rapp
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Executive Incentive Program (EIP)
​​
​​
$500,000
​​
$1,000,000
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2020 Incentive Plan - RSUs
​​
1/18/2022
​​
—
​​
—
​​
—
​​
—
​​
—
​​
14,091
​​
587,877
​
​
2020 Incentive Plan - PRSUs
​​
1/18/2022
​​
—
​​
—
​​
10,568
​​
21,136
​​
42,272
​​
—
​​
1,277,883
​
​
Jason E. Green
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Executive Incentive Program (EIP) (4)
​​
​​
$595,000
​​
$1,190,000
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2020 Incentive Plan – RSUs (5)
​​
1/18/2022
​​
—
​​
—
​​
—
​​
—
​​
—
​​
15,969
​​
666,227
​
​
2020 Incentive Plan – PRSUs (5)
​​
1/18/2022
​​
—
​​
—
​​
11,977
​​
23,954
​​
47,908
​​
—
​​
1,448,259
​
​
Scott A. Rust
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Executive Incentive Program (EIP)
​​
​​
$425,000
​​
$850,000
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2020 Incentive Plan - RSUs
​​
1/18/2022
​​
—
​​
—
​​
—
​​
—
​​
—
​​
10,333
​​
431,093
​
​
2020 Incentive Plan - PRSUs
​​
1/18/2022
​​
—
​​
—
​​
7,750
​​
15,500
​​
31,000
​​
—
​​
937,130
​
​
Ritu Favre
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Executive Incentive Program (EIP)
​​
​​
$450,000
​​
$900,000
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2020 Incentive Plan - RSUs
​​
1/18/2022
​​
—
​​
—
​​
—
​​
—
​​
—
​​
13,151
​​
548,660
​
​
2020 Incentive Plan - PRSUs
​​
1/18/2022
​​
—
​​
—
​​
9,864
​​
19,727
​​
39,454
​​
—
​​
1,192,694
​
(1)
The table shows information regarding the incentive compensation awards granted to the Named Executive Officers for 2022
(2)
Represents the range of possible cash payouts under the EIP. Cash payouts are on a linear slope. Cash payouts are capped at the maximum of 200% and can be as low as zero. Actual cash payouts are based on attainment of pre-established corporate financial and operational objectives, as described under “Compensation Discussion and Analysis – Executive Compensation Program” above. There is no threshold level of performance for the EIP. The amounts shown in the “maximum” column are payouts at 200%, which is the maximum possible payout. The actual amounts awarded to our NEOs under the EIP for 2022 are included in the “Non-Equity Incentive Plan Compensation” column of the Executive Compensation – Summary Compensation Table for Fiscal Year 2022.
(3)
For 2022, the RSU awards granted to the Named Executive Officers have three-year annual vesting with a vesting commencement date of May 1, 2022.
(4)
Mr. Green departed from the Company effective December 31, 2022. Pursuant to the Green Transition and Separation Agreement, Mr. Green received a lump sum payment in the amount of $595,000, representing his target EIP award, less applicable withholdings, paid at the same time the EIP bonus was paid to other senior executives of the Company.
(5)
Pursuant to the Green Transition and Separation Agreement, the portion of the 2022 RSU award that would have vested had Mr. Green remained employed through December 31, 2023 (representing 5,323 units) were accelerated and vested upon his departure on December 31, 2022. The remaining portions of the 2022 RSU with vesting dates after December 31, 2023 (representing 10,646 units) were forfeited upon his departure on December 31, 2022. Additionally, Mr. Green’s 2022 PRSU award (representing 23,954 units) was forfeited upon his departure on December 31, 2022.
Summary Compensation Table and Grants of Plan-Based Awards Table Discussion
The terms of each Named Executive Officer’s employment include severance payments and benefits and payments and benefits that may be triggered by a change in control of the Company. See the “Employment Arrangements and Post-Employment Compensation” above and “Potential Payments Upon Termination or Change in Control” below for more detailed discussion of such arrangements.
We have not repriced or made any material modifications to any equity-based awards to our Named Executive Officers.
​​
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OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE*
The following table provides information regarding stock and equity incentive plan awards for each Named Executive Officer that, as of December 31, 2022, had not vested:
​
Named Executive Officer
​​
Stock Awards
​
​
Type of
Award (1)
​​
Grant
Date
​​
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
​​
Market Value
of Shares or
Units of Stock
That
Have Not
Vested ($) (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 ($) (2)
​
​
Eric H. Starkloff
​​
RSU
​​
1/19/22
​​
56,351
​​
2,079,352
​​
—
​​
—
​
​
RSU
​​
2/17/21
​​
29,982
​​
1,106,336
​​
—
​​
—
​
​
RSU
​​
4/29/2020
​​
8,490
​​
313,281
​​
—
​​
—
​
​
RSU
​​
2/1/2020
​​
25,000
​​
922,500
​​
—
​​
—
​
​
RSU
​​
4/26/2016
​​
7,031
​​
259,444
​​
—
​​
—
​
​
RSU
​​
4/21/2015
​​
6,015
​​
221,954
​​
—
​​
—
​
​
RSU
​​
4/22/2014
​​
1,919
​​
70,811
​​
—
​​
—
​
​
RSU
​​
4/23/2013
​​
192
​​
7,085
​​
—
​​
—
​
​
PRSU
​​
1/19/2022
​​
—
​​
—
​​
84,526
​​
3,119,009
​
​
PRSU
​​
2/17/2021
​​
—
​​
—
​​
67,461
​​
2,489,311
​
​
Karen M. Rapp
​​
RSU
​​
1/18/2022
​​
14,091
​​
519,958
​​
—
​​
—
​
​
RSU
​​
4/20/2021
​​
13,850
​​
511,065
​​
—
​​
—
​
​
RSU
​​
1/19/2021
​​
14,028
​​
517,633
​​
—
​​
—
​
​
RSU
​​
2/19/2020
​​
5,219
​​
192,581
​​
—
​​
—
​
​
PRSU
​​
1/18/2022
​​
—
​​
—
​​
21,136
​​
779,918
​
​
PRSU
​​
1/19/2021
​​
—
​​
—
​​
21,043
​​
776,487
​
​
Scott A. Rust
​​
RSU
​​
1/18/2022
​​
10,333
​​
381,288
​​
—
​​
—
​
​
RSU
​​
1/19/2021
​​
5,845
​​
215,681
​​
—
​​
—
​
​
RSU
​​
2/19/2020
​​
2,982
​​
110,036
​​
—
​​
—
​
​
RSU
​​
4/26/2016
​​
4,217
​​
155,607
​​
—
​​
—
​
​
RSU
​​
4/21/2015
​​
3,610
​​
133,209
​​
—
​​
—
​
​
RSU
​​
4/22/2014
​​
640
​​
23,616
​​
—
​​
—
​
​
RSU
​​
4/23/2013
​​
116
​​
4,280
​​
—
​​
—
​
​
PRSU
​​
1/18/2022
​​
—
​​
—
​​
15,500
​​
571,950
​
​
PRSU
​​
1/19/2021
​​
—
​​
—
​​
8,768
​​
323,539
​
​
Ritu Favre
​​
RSU
​​
1/18/2022
​​
13,151
​​
485,272
​​
—
​​
—
​
​
RSU
​​
1/19/2021
​​
9,352
​​
345,089
​​
—
​​
—
​
​
RSU
​​
4/28/2020
​​
6,398
​​
236,086
​​
—
​​
—
​
​
RSU
​​
10/22/2019
​​
3,000
​​
110,700
​​
—
​​
—
​
​
PRSU
​​
1/18/2022
​​
—
​​
—
​​
19,727
​​
727,926
​
​
PRSU
​​
1/19/2021
​​
—
​​
—
​​
14,029
​​
517,670
​
*
Information regarding the PRSUs granted to Mr. Starkloff, Ms. Rapp, and Mr. Rust on January 1, 2020, which vested on December 31, 2022, is not included in the table.
Information regarding the RSUs and PRSUs previously granted to Mr. Green was not included in the table. As previously noted, pursuant to the Green Transition and Separation Agreement, the portion of the RSU awards that would have vested had Mr. Green remained employed through December 31, 2023, (representing 22,582 units), were accelerated and vested upon his departure on December 31, 2022. The remaining portion of the RSU awards granted to Mr. Green with vesting dates after December 31, 2023 (representing 20,941 units) were forfeited upon his departure on December 31, 2022. Additionally, the PRSUs granted to Mr. Green that were scheduled to vest after December 31, 2022 (such as the PRSUs granted in 2021 and 2022) (representing 42,659 units), were forfeited upon his departure.
(1)
RSUs were granted under the 2010 Incentive Plan, 2015 Incentive Plan, and 2020 Incentive Plan. 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 we achieve certain financial performance goals. The maximum amount of vesting acceleration is an additional 10% of the
​​
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​​

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award per year. For awards granted pursuant to the 2010 Incentive Plan prior annual meetings) in establishing NI’s compensation program for 2017.

Compensation Terms for Chief Executive Officer

In Augustto April 2016, the NI Boardnumber of RSUs that can have vesting acceleration each year is determined based upon the extent to which we attain a 40% year over year Revenue Growth and 18% non-GAAP operating profit as a percentage of revenue. Specifically, if we achieve a 40% year over year Revenue Growth and a 18% non-GAAP operating profit as a percentage of revenue, then 10% of the total number of RSUs subject to the award will accelerate. For awards granted 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 we attain 20% year over year Revenue Growth and 18% non-GAAP operating profit as a percentage of revenue. Specifically, if we achieve a 20% year-over-year Revenue Growth and a 18% non-GAAP operating profit as a percentage of revenue, then 10% of the total number of RSUs subject to the award 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 pursuant to the 2015 Incentive Plan from April 2016 to April 2018 vest as to 25% of the units subject to the RSUs on each anniversary of the vesting commencement date. In 2019, RSUs for our Named Executive Officers at that time were granted under the 2015 Incentive Plan and vest as to 1/3rd of the units subject to the RSUs on each anniversary of the vesting commencement date. For Mr. Green, RSUs granted in 2019 were granted under the 2015 Incentive Plan and vest as to 1/4th of the units subject to the RSUs on each anniversary of the vesting commencement date. RSUs granted in 2020 were granted pursuant to the 2015 Equity Incentive Plan and vest as to 1/3rd of the units subject to the RSUs on each anniversary of the vesting commencement date. RSUs granted in 2021 (other than the Rapp April 2021 Award) were granted pursuant to the 2020 Equity Incentive Plan and vest as to 1/3rd of the units subject to the RSUs on each anniversary of the vesting commencement date. In April 2021, Ms. Rapp received 27,700 RSUs granted under the 2020 Incentive Plan, which vest as to 1/2 of the RSUs on each anniversary of the vesting commencement date. RSUs granted in 2022 were granted pursuant to the 2020 Equity Incentive Plan and vest as to 1/3rd of the RSUs on each anniversary of the vesting commencement date. RSUs are subject to the continued service of the Named Executive Officer on each such vesting date.

PRSUs granted in 2021 and 2022 were granted under the 2020 Incentive Plan, while PRSUs granted in 2020 were granted under the 2015 Incentive Plan. 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.
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TABLE OF CONTENTS

The following table (part of note 1), sets forth the grant date and vesting commencement date or performance period commencement date for the unvested stock awards listed in the table above.
​
Named Executive Officer
​​
Number of
Shares or Units
of Stock That
Have Not Vested
​​
Grant Date
​​
Vesting
Commencement
Date /
Performance Period
Commencement Date
​
​
Eric H. Starkloff
​​
56,351
​​
1/19/22
​​
5/2/2022
​
​
29,982
​​
2/17/2021
​​
5/1/2021
​
​
8,490
​​
4/29/2020
​​
5/1/2020
​
​
25,000
​​
2/1/2020
​​
2/1/2020
​
​
7,031
​​
4/26/2016
​​
5/1/2016
​
​
6,015
​​
4/21/2015
​��
5/1/2015
​
​
1,919
​​
4/22/2014
​​
5/1/2014
​
​
192
​​
4/23/2013
​​
5/1/2013
​
​
84,526
​​
1/19/2022
​​
1/1/2022
​
​
67,461
​​
2/17/2021
​​
1/1/2021
​
​
Karen M. Rapp
​​
14,091
​​
1/18/2022
​​
5/2/2022
​
​
13,850
​​
4/20/2021
​​
2/28/2021
​
​
14,028
​​
1/19/2021
​​
5/1/2021
​
​
5,219
​​
2/19/2020
​​
5/1/2020
​
​
21,136
​​
1/18/2022
​​
1/1/2022
​
​
21,043
​​
1/19/2021
​​
1/1/2021
​
​
Scott A. Rust
​​
10,333
​​
1/18/2022
​​
5/2/2022
​
​
5,845
​​
1/19/2021
​​
5/1/2021
​
​
2,982
​​
2/19/2020
​​
5/1/2020
​
​
4,217
​​
4/26/2016
​​
5/1/2016
​
​
3,610
​​
4/21/2015
​​
5/1/2015
​
​
640
​​
4/22/2014
​​
5/1/2014
​
​
116
​​
4/23/2013
​​
5/1/2013
​
​
15,500
​​
1/18/2022
​​
1/1/2022
​
​
8,768
​​
1/19/2021
​​
1/1/2021
​
​
Ritu Favre
​​
13,151
​​
1/18/2022
​​
5/2/2022
​
​
9,352
​​
1/19/2021
​​
5/1/2021
​
​
6,398
​​
4/28/2020
​​
5/1/2020
​
​
3,000
​​
10/22/2019
​​
5/1/2019
​
​
19,727
​​
1/18/2022
​​
1/1/2022
​
​
14,029
​​
1/19/2021
​​
1/1/2021
​
(2)
Calculated by multiplying the number of units subject to the RSUs by $36.90, the closing market price of our common stock on December 31, 2022.
(3)
Reflects PRSUs granted at target performance level. The PRSUs are reported at the target level because we are required by SEC rules to compare our performance through 2022 under the PRSU awards 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 maximum amount, we are required by SEC rules to report the maximum potential payouts. For the first year of the 2022-2024 and the first two years of the 2021-2023 performance period, we tracked between the 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.
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STOCK VESTED
FOR FISCAL YEAR ENDED DECEMBER 31, 2022 TABLE*
​
​​
Stock Awards
​
​
Named Executive Officer
​​
Number of
Shares
Acquired on
Vesting
​​
Value
Realized on
Vesting
​
​
Eric H. Starkloff
​​
25,000
​​
$1,030,500 (1)
​
​
45,487
​​
1,643,900 (2)
​
​
89,419
​​
3,299,561 (5)
​
​
Karen M. Rapp
​​
21,569
​​
779,504 (2)
​
​
13,850
​​
556,632 (3)
​
​
13,934
​​
514,165 (5)
​
​
Jason E. Green
​​
22,962
​​
829,847 (2)
​
​
9,953
​​
367,266 (5)
​
​
22,582
​​
833,276 (6)
​
​
Scott A. Rust
​​
18,996
​​
686,515 (2)
​
​
7,962
​​
293,798 (5)
​
​
Ritu Favre
​​
10,876
​​
393,059 (2)
​
​
2,860
​​
109,195 (4)
​
*
Includes PRSUs granted to Mr. Starkloff, Ms. Rapp, Mr. Green and Mr. Rust in January or February 2020, all of which vested on December 31, 2022. We do not grant stock options.
(1)
The value of the RSUs was calculated by using the closing price of our common stock for the day immediately preceding the vesting date of February 1, 2022, which was $41.22 per share.
(2)
The value of the RSUs was calculated by using the closing price of our common stock for the day immediately preceding the vesting date of May 2, 2022, which was $36.14 per share.
(3)
The value of the RSUs was calculated by using the closing price of our common stock for the day immediately preceding the vesting date of February 28, 2022, which was $40.19 per share.
(4)
The value of the RSUs was calculated by using the closing price of our common stock for the day immediately preceding the vesting date of November 1, 2022, which was $38.18 per share.
(5)
The value of the PRSUs was calculated by using the closing price of our common stock for the day immediately preceding the vesting date of December 31, 2022, which was $36.90 per share.
(6)
The value of the RSUs was calculated by using the closing price of our common stock for the day immediately preceding the vesting date of December 31, 2022, which was $36.90 per share.
Pension Benefits and Nonqualified Deferred Compensation
We do not maintain any pension plans, non-qualified defined contribution plans, or non-qualified deferred compensation plans.
Potential Payments Upon Termination or Change in Control
Termination and Change in Control Severance Arrangements with our Named Executive Officers
Our employment arrangements with each of Mr. Starkloff, Ms. Rapp, Mr. Green, Ms. Favre, and Mr. Rust, summarized below, include severance or other payment arrangements that would be triggered by a termination of employment or change in control of the Company on December 31, 2022.
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Arrangements with Mr. Starkloff:
On October 28, 2019, we entered into the Executive Employment Agreement with Mr. Starkloff, pursuant to which Mr. Starkloff was appointed Alexander M. Davern as our President and Chief Executive Officer, effective JanuaryFebruary 1, 2017. Mr. Davern succeeded Dr. James Truchard, who retired as President and Chief2020 (the “Starkloff Executive Officer effective as of December 31, 2016. In connection with Mr. Davern’s appointment, NI entered into an employment agreement with Mr. Davern (the “CEOEmployment Agreement”). Under the CEO Agreement, the initial term of Mr. Davern’s employment as President and Chief Executive Officer extends from January 1, 2017 through December 31, 2019, and the term of his employment continues for successiveone-year periods thereafter (the “Term”). In his role as President and Chief Executive Officer, Mr. Davern receives an annual base salary of $700,000 which will be reviewed annually by the Compensation Committee. During the Term, Mr. Davern participates in NI’s annual incentive program (the “AIP”) and receives an annual cash bonus. His target annual cash incentive is 80% of his base salary, subject to subsequent adjustment in accordance with the AIP. As contemplated by the CEO Agreement, in January 2017, Mr. Davern received a grant of 150,000 RSUs under the 2015 Incentive Plan, which will vest subject to his continued employment with NI (the “Initial Award”). For each calendar year during the Term, Mr. Daven shall be eligible to receive an additional award of up to 50,000 RSUs beginning in April 2017 (the “Annual Awards”) and, as contemplated by the CEO Agreement, he received a grant of 50,000 RSUs on April 25, 2017.
In the event of an involuntary termination of Mr. Davern’sStarkloff’s employment is terminated either by NIthe Company or a successor without Cause or by Mr. Davernresignation for Good Reason (as such terms are defined in the CEOStarkloff Executive Employment Agreement), subject to him executing and not revoking a release of claims in favor of the Company and meeting other requirements in the Starkloff Executive Employment Agreement, Mr. Starkloff would be entitled to receive the following (the “Starkloff Employment Agreement Severance Entitlements”):
(i)
continuing severance pay at a rate equal to 100% of his annual base salary, as then in effect, for a period of 18 months from the date of such termination of employment, paid in accordance with our normal payroll practices (but if such a termination occurs within the period beginning three months prior to a Change in Control (as defined in the Starkloff Executive Employment Agreement) and ending 12 months following a Change in Control, then he would be entitled to receive the severance amount in a lump sum on the 60th day following the termination date);
(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, paid at such time annual bonuses are paid to our other senior executives;
(iii)
accelerated vesting of Mr. Starkloff’s outstanding time-based RSUs that would have vested had he remained employed by the Company or a successor for 12 months following the termination date, and subject to any required approval by our 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 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 would instead provide a taxable monthly payment of an equivalent amount, which would 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 Mr. Starkloff’s employment had been terminated by the Company or a successor without Cause or Mr. Starkloff resigned for Good Reason, in either case on December 31, 2022, the Starkloff Employment Agreement Severance Entitlements would have had an estimated value of $4,352,305 (including $2,831,854, which is the estimated value of accelerated time-based RSUs based upon the closing market price of our common stock on December 31, 2022, which was $36.90 per share (the “Applicable Price”).
For avoidance of doubt, Mr. Starkloff’s equity awards remain subject to the Change in Control vesting or other treatment as provided for pursuant to the terms of our equity plan and his equity award agreements, as applicable, notwithstanding his eligibility to receive vesting acceleration set forth in (iii) above. These entitlements are described below under “—Equity Awards of Named Executive Officers.”
If a Change in Control had occurred as of December 31, 2022, in connection with a termination of employment 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 $10,589,082.
Arrangements with Ms. Rapp:
On February 22, 2021, we entered into the Executive Employment Agreement with Ms. Rapp (the “Rapp Executive Employment Agreement”) who resigned as our Executive Vice President and Chief Financial Officer in January 2023 and transitioned to a strategic advisor role. Pursuant to the Rapp Executive Employment Agreement, in the event of involuntary termination of Ms. Rapp’s employment by the Company or a successor without Cause or
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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 the Company and meeting other requirements in the Rapp Executive Employment Agreement, Ms. Rapp would have been entitled to receive the following (the “Rapp Employment Agreement Severance Entitlements”):
(i)
continuing severance pay at a rate equal to 100% of her annual base salary for a period of 12 months from the date of termination of employment (but if such a termination occurs within the period beginning three months prior to a Change in Control (as defined in the Rapp Executive Employment Agreement) and ending 12 months following a Change in Control, then she would have been entitled to receive the severance amount in a lump sum on the 60th day following the termination date);
(ii)
to the extent not already earned and accrued, a lump sum equivalent to 100% of her EIP bonus as in effect at the time of the applicable termination or resignation, paid at such time annual bonuses are paid to our other senior executives;
(iii)
accelerated vesting of her outstanding time-based RSUs that would have vested had she remained employed by the Company or a successor for 12 months following the termination date, and subject to any required approval by the Compensation Committee; and
(iv)
provided she timely elected healthcare continuation coverage under COBRA, we would have reimbursed 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 determined in our sole discretion, that we could not provide the foregoing benefit related to COBRA premiums without potentially violating, or being subject to an excise tax under, applicable law, we instead would have provided a taxable monthly payment of an equivalent amount, which would be made regardless of whether she elected COBRA and would continue until the earlier of 12 months following termination or the date she becomes covered under similar plans.
If Ms. Rapp’s employment had been terminated by the Company or a successor without Cause or Ms. Rapp resigned for Good Reason, in either case, on December 31, 2022, the Rapp Employment Agreement Severance Entitlements would have had an estimated value of $1,840,544 (including $1,135,782, which is the estimated value of accelerated time-based RSUs at the Applicable Price).
If a Change in Control had occurred as of December 31, 2022 in connection with a termination of employment 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 have been $3,297,642.
In connection with Ms. Rapp’s resignation as our Executive Vice President and Chief Financial Officer, we entered into the Rapp Offer Letter, which superseded and replaced the Rapp Executive Employment Agreement. Ms. Rapp did not receive any severance payments or benefits in connection with her resignation.
Arrangements with Ms. Favre:
On February 22, 2021, we entered into the Executive Employment Agreement with Ms. Favre (the “Favre Executive Employment Agreement”). In the event of involuntary termination of Ms. Favre’s employment by the Company or a successor without Cause or resignation for Good Reason (as such terms are defined in the Favre Executive Employment Agreement ), subject to her executing and not revoking a release of claims in favor of the Company and meeting other requirements in the Favre Executive Employment Agreement, Ms. Favre would be entitled to receive the following (the “Favre Employment Agreement Severance Entitlements”): (i) continuing severance pay at a rate equal to 100% of her annual base salary for a period of 12 months from the date of termination of employment (but if such a termination occurs within the period beginning three months prior to a Change in Control (as defined in the Favre Executive Employment Agreement) and ending 12 months following a Change in Control, then she would be entitled to receive the severance amount in a lump sum on the 60th day following the termination date); (ii) to the extent not already earned and accrued, a lump sum equivalent to 100% of her EIP bonus as in effect at the time of the applicable termination or resignation, which amount would be paid at such time annual bonuses are paid
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to our other senior executives of the Company; (iii) accelerated vesting of her outstanding time-based RSUs that would have vested had she remained employed by the Company or a successor 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, we would 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 would instead provide a taxable monthly payment of an equivalent amount, which would 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 Ms. Favre’s employment had been terminated by the Company or a successor without Cause or Ms. Favre resigned for Good Reason, in either case on December 31, 2022, pursuant to the Favre Executive Employment Agreement, the Favre Employment Agreement Severance Entitlements would have had an estimated value of $1,200,440 (including $563,057, which is the estimated value of accelerated time-based RSUs at the Applicable Price).
If a Change in Control had occurred as of December 31, 2022 in connection with a termination of employment 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 $2,422,743.
Arrangements with Mr. Rust:
On December 15, 2022, we entered into the Rust Executive Employment Agreement with Mr. Rust in connection with his new role of Executive Vice President, Global Operations of the Company, effective December 15, 2022. The Rust Executive Employment Agreement replaced and superseded Mr. Rust’s prior Executive Employment Agreement dated September 28, 2021, effective October 1, 2021. In the event of involuntary termination of Mr. Rust’s employment by the Company or a successor without Cause or resignation for Good Reason (as such terms are defined in the Rust Executive Employment Agreement ), subject to his executing and not revoking a release of claims in favor of the Company and meeting other requirements in the Rust Executive Employment Agreement, Mr. Rust would be entitled to receive the following (the “Rust Employment Agreement Severance Entitlements”): (i) continuing severance pay at a rate equal to 100% of his annual base salary for a period of 12 months from the date of termination of employment (but if such a termination occurs within the period beginning three months prior to a Change in Control (as defined in the Rust Executive Employment Agreement) and ending 12 months following a Change in Control, then he would be entitled to receive the severance amount in a lump sum on the 60th day following the termination date); (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, which amount would be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) accelerated vesting of his outstanding time-based RSUs that would have vested had he remained employed by the Company or a successor 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 would reimburse him for, or direct payment of, his COBRA premiums (at the coverage level 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 would instead provide a taxable monthly payment of an equivalent amount, which would be made regardless of whether he elects COBRA and continue until the earlier of 12 months following termination or the date he becomes covered under similar plans.
If Mr. Rust’s employment had been terminated by the Company or a successor without Cause or Mr. Rust resigned for Good Reason, in either case on December 31, 2022, the Rust Employment Agreement Severance Entitlements would have had an estimated value of $1,140,034 (including $536,046, which is the estimated value of accelerated time-based RSUs at the Applicable Price).
If a Change in Control had occurred as of December 31, 2022 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 $1,919,206.
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Arrangements with Mr. Green:
On February 22, 2021, we entered into the Executive Employment Agreement with Mr. Green (the “Green Executive Employment Agreement”) who departed, by mutual agreement of Mr. Green and the Company, as the Company’s Chief Revenue Officer and Executive Vice President, effective December 31, 2022. Pursuant to the Green Executive Employment Agreement, in the event of involuntary termination of Mr. Green’s employment by the Company or a successor 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 CEOGreen Executive Employment Agreement, Mr. Davern will beGreen would have been entitled to receive the following (the “Green Employment Agreement Severance Entitlements”): (i) continuing severance pay at a cash payment (the “Severance Payment”)rate equal to the sum100% of (i) two times his then-current base salary, (ii) two times his target annual cash incentiveas then in effect, for a period of 12 months from the yeardate of termination and (iii) an amount equal(but if such a termination occurs in a period beginning 3 months prior to the cost of COBRA coverage for 12 months. The Severance Payment is payable over a 24 month period. In addition, Mr. Davern would receive accelerated vesting of the number of RSUs that would have vested if Mr. Davern remained employed for an additional twelve months. If, within 24 months following a Change in Control (as defined in his employment agreement) and ending 12 months following a Change in Control, then he would be entitled to receive the CEO Agreement), Mr. Davern’s employment is terminatedseverance 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; (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 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 determined 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 would have instead provided a taxable monthly payment of an equivalent amount, which would 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.
In connection with Mr. Green’s departure from the Company as our Chief Revenue Officer and Executive Vice President, effective December 31, 2022, we entered into (i) the Transition Agreement and Release with Mr. Green on November 14, 2022, which became effective on November 22, 2022 (the “Transition Agreement”), and (ii) the Separation Agreement and Release with Mr. Green, attached as an exhibit to the Transition Agreement, on December 23, 2022, which became effective on December 31, 2022 (the “Separation Agreement,” and together with the Transition Agreement, the “Green Transition and Separation Agreement”). The Green Transition and Separation Agreement superseded and replaced the Green Executive Employment Agreement as of November 22, 2022.
Pursuant to the Separation Agreement, Mr. Green received (i) the Green Employment Agreement Severance Entitlements to which he was entitled pursuant to Section 6(a) (Termination Without Cause or by Mr. DavernResignation for Good Reason (as such terms are defined in the CEO Agreement),Reason) of his existing Green Executive Employment Agreement (effective February 22, 2021) subject to him executing and not revokingMr. Green agreeing to a release of claims in favor of NIthe Company and meeting other requirements inreaffirming his commitment to comply with his existing non-compete and no solicitation covenants and confidentiality obligations and (ii) a Company-owned laptop. Pursuant to the CEOTransition Agreement, Mr. Davern shall be entitled to receive the Severance

Payment inGreen received a lump sum and the accelerated vestingpayment of $10,000 for executive transition services (paid in December 2022) subject to Mr. Green agreeing to a release of claims in favor of the number of RSUs granted as part ofCompany and reaffirming his commitment to comply with his existing non-compete and no solicitation covenants and confidentiality obligations. See the Initial Awardsection entitled “Payments and the Annual Awards that would have vested ifBenefits Provided to Mr. Davern remained employedGreen In Connection with his Departure” below for an additional 12 months.

The foregoing compensation termsmore information about his severance payments and the CEO Agreement were approved by the Compensation Committee, upon the advice of legal counsel and F.W. Cook,benefits received in accordance with the powers delegated to the Compensation Committee by the Board. The NI Board considered the recommendation of the Compensation Committee and reviewed the proposed terms of the CEO Agreement and deemed it to be in the best interests of NI and its stockholders to approve the terms of such agreement.

Compensation Terms for New Chief Financial Officer

On March 21, 2017, the NI Board appointed Karen M. Rapp as Executive Vice President, Chief Financial Officer and Treasurer, effective May 9, 2017. In connection with her appointment, NI entered into an offer letterhis departure.

Equity Awards of Named Executive Officers
Our Named Executive Officers may benefit along with Ms. Rapp dated March 22, 2017 (the “Offer Letter”). Under the Offer Letter, Ms. Rapp will receive an annual base salary of $375,000. Ms. Rapp is eligible to participate in NI’s AIP and receive an annual cash incentive bonus. The initial target annual cash incentive will be 40% of her base salary. Ms. Rapp received a signing bonus in the amount of $40,000. If Ms. Rapp voluntarily terminates her employment or is terminated for “cause” (as defined in the Offer Letter) within two yearsnon-executive employees from the start of her employment, she is required to repay the amount of her signing bonus to NI. The Compensation Committee approved a grant of 20,000 RSUs to Ms. Rapp under the 2015 Incentive Plan. The RSUs will vest 25% annually, and if NI terminates Ms. Rapp without “cause” (as defined in the Offer Letter) during the first two years of her employment, the vesting will accelerate and the RSUs will become fully vested. The award shall be subject to the terms of the 2015 Incentive Plan and the related individual award agreement and is conditional upon Ms. Rapp’s continued employment with NI through the designated award date.

The foregoing compensation terms and the Offer Letter were approved by the Compensation Committee, upon the advice of legal counsel and F.W. Cook, in accordance with the powers delegated to the Compensation Committee by the Board. The NI Board considered the recommendation of the Compensation Committee and reviewed the proposed terms of the Offer Letter and deemed it to be in the best interests of NI and its stockholders to approve the terms of such Offer Letter.

Elements of Executive Compensation

The components of NI’s executive compensation for 2017 were as follows:

Base salary;

Annual company cash performance bonus program;

AIP for executives;

Discretionary cash bonus program;

RSU grants; and

Service award cash bonus program.

A significant number of NI’s employees participate in the compensation programs enumerated above with the exception of the AIP for executives.

NI’s executive andnon-executive employees who meet the relevant eligibility requirements may also participate in the following programs:

Employee stock purchase plan. This plan is generally intended to qualify as atax-favored employee stock purchase plan under Section 423 of the Internal Revenue Code (“Code”). The

ESPP permits eligible employees to purchase NI 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.

Atax-qualified, employee-funded 401(k) plan. During 2017, NI made matching contributions under the plan in an amount equal to 50% of the amount of the employee’s contribution up to 8% of the employee’s eligible compensation. The plan does not permit the purchase of shares of NI common stock.

Health and welfare benefits. Under this plan, the cost to NI is dependent on the level of benefits coverage an employee elects.

NI seeks to reward shorter-term performance through base salary, its annual bonus programs and its discretionary bonus program. Longer-term performance is incentivized through RSU grants and the service award program.

Analysis of Elements of Executive Compensation

Base Salary

NI’s goal is to provide its executives with competitive base salaries. NI uses independent survey information to help evaluate the reasonableness and competitiveness of its base salaries. NI determines base salary for each executive based on the level of job responsibilities, consideration of the prior performance of the executive and the company, the executive’s experience and tenure, consideration of the expected future contributions of the executive, the business risk presented to NI in the event the executive were to leave the employ of the company, and general compensation trends and practices in the technology industry, including pay levels and programs provided by comparable companies. In setting base salaries, NI does not utilize any particular formula but instead exercises judgment in view of its overall compensation philosophy and objectives. Individual base salaries are reviewed annually. After consideration of the factors described above, the base salaries of our named executive officers were reviewed in February 2018 and adjusted from 3.5% to 5.0% with our CEO receiving an adjustment of 3.6%.

The overall NI employee base received a weighted average salary increase of 4.4%. The weighted average percentage increase was determined by taking the aggregate percentage increase in the base salaries of all employees as a group.

Annual Company Cash Performance Bonus Program

NI maintains a cash performance bonus program under which substantially all regular full-time and part-time employees, including executives, participate (the “Annual Performance Bonus Program”). To receive a payout under the plan, NI must achievepre-determined goals for revenue growth and profitability. These goals were 20% year-over-year organic revenue growth and 18%non-GAAP operating profit as a percent of revenue. The same goals apply to all participants in the plan including executive andnon-executive employees. The amount of the payments made under the Annual Performance Bonus Program is based on a bonus payment percentage multiplied by the eligible earnings of each participant. Eligible earnings include base salary, overtime pay and commissions but exclude bonuses, equity awards, relocation payments and previous cash performance bonus payments. The bonus payment percentage for executives, officers and fellows was determined by multiplying 25% by two variables: NI’s actual organic revenue growth percentage divided by the targeted level of revenue growth of 20%; and NI’s actualnon-GAAP operating profit as a percentage of revenue (limited by a cap) divided by the targetnon-GAAP operating profit of 18%. The bonus payments percentage for

regular full-time and part-time employees was determined in the same manner except that the “multiplier” was 10% not 25%. Expressed as a formula, the bonus calculation for executives follows:

Calendar Year Organic
Revenue Growth		XCalendar Year Non-GAAP
Operating Profit% (not to
exceed 20% for payout
purposes)		X25%    =    Bonus Percentage
20%18%

For fiscal 2017, in accordance with the foregoing formula, NI’s named executives received individual payments under the Annual Performance Bonus Program in the range of approximately $13,046 to $37,800. Amounts under the Annual Performance Bonus Program are customarily made in two payments, one in the fourth quarter and the other upon completion of the annual financial statement audit in the first quarter of the following year.

Annual Incentive Program

NI maintains an AIP under which only officers and fellows participate. Under this program, payments are made to executive officers based upon the achievement of individual performance criteria and NI business goals. Program participants are designated by NI’s President and approved by the Compensation Committee. The participants under the AIP and the AIP goals are determined annually.

The AIP is intended to increase stockholder value and promote NI’s success by providing incentive and reward for the accomplishment of key objectives by NI executives.

In January 2017, the Compensation Committee approved amendments to the AIP to provide for the participation of NI’s president (Mr. Davern) in the AIP, remove the specific bonus target percentages for participants from the plan, and make certain other changes. The incentive bonuses under the AIP are defined as a percentage of a participant’s salary as determined by the Compensation Committee based upon attainment of objectives approved in accordance with the AIP. For 2017, the target bonus under the AIP for each of Mr. Davern, Mr. Starkloff, Ms. Rapp, Mr. Rust and Mr. Roiko was 80%, 50%, 40%, 40% and 20% of his or her base salary, respectively. Under the terms of the AIP, the actual bonus amount to be paid to AIP participants can be more or less than the target bonus based on the nature of the objectives, the performance of the participant relative to such objectives and the discretion of the Compensation Committee. For the purposes of the AIP, the base salary amount to be used is set by the Compensation Committee at the time the goals are approved. Payments are made based on whether the individual executive has achieved his or her specified objectives for the year. Each executive typically has three to five objectives that are targeted to reward achievements in the executive’s functional area or NI business goals. The objectives for NI’s executive officers are presented by NI’s President for approval by the Compensation Committee, except the objectives for the President which are to be set by the Compensation Committee. The amount of the bonus for an executive officer which is allocated to each specific objective is approved each year by the Compensation Committee.

With respect to NI’s executive officers, following the end of NI’s fiscal year, the Compensation Committee met to determine whether the objectives of each executive officer were attained and then approved or disapproved the payment of the annual incentive amounts based upon the achievement of such objectives and the discretion of the Compensation Committee. The Compensation Committee has the discretion to pay all or a portion of an amount to an AIP participant even if such participant did not meet a particular objective if the Compensation Committee believes that such payment is appropriate to achieve the objectives of the program. However, no discretion was applied by the Committee to the payment of AIP bonuses to named executive officers for achievement of AIP objectives for 2017.

For fiscal 2017, NI made cash bonus payments to named executives under the AIP that ranged from approximately $36,180 to $392,000 per executive.

Under the AIP, the Compensation Committee has the discretion to make payments of any cash incentive bonus in the fourth quarter of the calendar year based upon projected achievement levels (“Estimated Payment”) rather than waiting until the following calendar year. The payment of an Estimated Payment is subject to reconciliation after NI’s books have been closed and audited. If the Estimated Payment is less than the final amount due to the AIP participant, an additional payment equal to the amount of the shortfall is made to such participant. If the Estimated Payment is more than the final amount due to the AIP participant, such participant shall remit to NI the amount of the overpayment. For fiscal 2017, no such Estimated Payment was made.

The tables below set forth the performance criteria, potential awards and actual awards under the AIP as well as the weightings assigned to the objectives for 2017 for each of the named executives:

2017 ANNUAL INCENTIVE PROGRAM GOALS AND AWARDS

FOR THE NAMED EXECUTIVES

Alexander Davern, President and Chief Executive Officer

 

 

2017 Officer Bonus Goals (1)  

% Goal

Weighting

 Goal Value (2)   2017 Actual
Payout		 

 

  1)    Achieve revenue growth goal

 

  

 

    40%

 

 

 

$

 

 

224,000

 

 

 

 

  

 

$

 

 

112,000

 

 

 

 

 

  2)    Achieve operating margin goal

 

  

 

    40%

 

 

 

$

 

 

224,000

 

 

 

 

  

 

$

 

 

224,000

 

 

 

 

 

  3)    Achieve employee retention goal

 

  

 

    20%

 

 

 

$

 

 

112,000

 

 

 

 

  

 

$

 

 

56,000

 

 

 

 

 

Total

 

  

 

      100%  

 

 

 

$

 

 

    560,000

 

 

 

 

  

 

$

 

 

    392,000

 

 

 

 

(1)NI is not disclosing the specific target levels with respect to performance goals because such information represents confidential trade secrets or confidential commercial or financial information, the disclosure of which would cause NI competitive harm. The performance goals were set to be moderately difficult, or stretch goals, but not unachievable.

(2)The goals in items 1), 2), and 3) above contained incremental payout thresholds and an increased payout if actual results attained exceed the targeted 100%. In such instance, the maximum amount payable to Mr. Davern would have been $840,000.

Karen M. Rapp, Executive Vice President, Chief Financial Officer and Treasurer

 

 

2017 Officer Bonus Goals (1)  

% Goal

Weighting

 Goal Value (2)   2017 Actual
Payout		 

 

  1)    Achieve revenue growth goal

 

  

 

  35%

 

 

 

$

 

 

35,000

 

 

 

 

  

 

$

 

 

17,500

 

 

 

 

 

  2)    Achieve operating margin goal

 

  

 

  35%

 

 

 

$

 

 

35,000

 

 

 

 

  

 

$

 

 

35,000

 

 

 

 

 

  3)    Achieve employee retention goal

 

  

 

  10%

 

 

 

$

 

 

10,000

 

 

 

 

  

 

$

 

 

5,000

 

 

 

 

 

  4)    Ensure corporate expenses are within budget

 

  

 

  10%

 

 

 

$

 

 

10,000

 

 

 

 

  

 

$

 

 

10,000

 

 

 

 

 

  5)    Ensure functional expenses are within budget

 

  

 

  10%

 

 

 

$

 

 

10,000

 

 

 

 

  

 

$

 

 

—

 

 

 

 

 

Total

 

  

 

100%

 

 

 

$

 

 

    100,000

 

 

 

 

  

 

$

 

 

    67,500

 

 

 

 

(1)NI is not disclosing the specific target levels with respect to performance goals because such information represents confidential trade secrets or confidential commercial or financial information, the disclosure of which would cause NI competitive harm. The performance goals were set to be moderately difficult, or stretch goals, but not unachievable.

(2)The goals in items 1), 2) and 3) above contained incremental payout thresholds and an increased payout if actual results attained exceed the targeted 100%. In such event, the maximum amount payable to Ms. Rapp would have been $140,000.

Eric Starkloff, Executive Vice President, Global Sales and Marketing

 

 

2017 Officer Bonus Goals (1)  

% Goal

Weighting

 Goal Value (2)   2017 Actual
Payout		 

 

1)    Achieve revenue growth goal

 

  

 

     40%

 

 

 

$

 

 

80,000

 

 

 

 

  

 

$

 

 

40,000

 

 

 

 

 

2)    Achieve operating margin goal

 

  

 

     40%

 

 

 

$

 

 

80,000

 

 

 

 

  

 

$

 

 

80,000

 

 

 

 

 

3)    Achieve employee retention goal

 

  

 

     10%

 

 

 

$

 

 

20,000

 

 

 

 

  

 

$

 

 

10,000

 

 

 

 

 

4)    Ensure functional expenses are within budget

 

  

 

     10%

 

 

 

$

 

 

20,000

 

 

 

 

  

 

$

 

 

20,000

 

 

 

 

 

Total

 

  

 

     100%  

 

 

 

$

 

 

    200,000

 

 

 

 

  

 

$

 

 

    150,000

 

 

 

 

(1)NI is not disclosing the specific target levels with respect to performance goals because such information represents confidential trade secrets or confidential commercial or financial information, the disclosure of which would cause NI competitive harm. The performance goals were set to be moderately difficult, or stretch goals, but not unachievable.

(2)The goals in items 1), 2), and 3) above contained incremental payout thresholds and an increased payout if actual results attained exceed the targeted 100%. In such instance, the maximum amount payable to Mr. Starkloff would have been $292,000.

Scott Rust, Senior Vice President, Global Research & Development

 

 

2017 Officer Bonus Goals (1)  

% Goal

Weighting

 Goal Value (2)   2017 Actual
Payout		 

 

1)    Achieve revenue growth goal

 

  

 

     40%

 

 

 

$

 

 

56,800

 

 

 

 

  

 

$

 

 

28,400

 

 

 

 

 

2)    Achieve operating margin goal

 

  

 

     40%

 

 

 

$

 

 

56,800

 

 

 

 

  

 

$

 

 

56,800

 

 

 

 

 

3)    Achieve employee retention goal

 

  

 

     10%

 

 

 

$

 

 

14,200

 

 

 

 

  

 

$

 

 

7,100

 

 

 

 

 

4)    Ensure functional expenses are within budget

 

  

 

     10%

 

 

 

$

 

 

14,200

 

 

 

 

  

 

$

 

 

14,200

 

 

 

 

 

Total

 

  

 

     100%  

 

 

 

$

 

 

    142,000

 

 

 

 

  

 

$

 

 

    106,500

 

 

 

 

(1)NI is not disclosing the specific target levels with respect to performance goals because such information represents confidential trade secrets or confidential commercial or financial information, the disclosure of which would cause NI competitive harm. The performance goals were set to be moderately difficult, or stretch goals, but not unachievable.

(2)The goals in items 1), 2) and 3) above contained incremental payout thresholds and an increased payout if actual results attained exceed the targeted 100%. In such event, the maximum amount payable to Mr. Rust would have been $205,900.

John C. Roiko, Vice President, Finance and Chief Accounting Officer

 

 

2017 Officer Bonus Goals (1)  

% Goal

Weighting

 Goal Value (2)   2017 Actual
Payout		 

 

1)    Achieve revenue growth goal

 

  

 

     35%

 

 

 

$

 

 

18,760

 

 

 

 

  

 

$

 

 

9,380

 

 

 

 

 

2)    Achieve operating margin goal

 

  

 

     35%

 

 

 

$

 

 

18,760

 

 

 

 

  

 

$

 

 

18,760

 

 

 

 

 

3)    Achieve employee retention goal

 

  

 

     10%

 

 

 

$

 

 

5,360

 

 

 

 

  

 

$

 

 

2,680

 

 

 

 

 

4)    Ensure corporate expenses are within budget

 

  

 

     10%

 

 

 

$

 

 

5,360

 

 

 

 

  

 

$

 

 

5,360

 

 

 

 

 

5)    Ensure functional expenses are within budget

 

  

 

     10%

 

 

 

$

 

 

5,360

 

 

 

 

  

 

$

 

 

—

 

 

 

 

 

Total

 

  

 

     100%  

 

 

 

$

 

 

    53,600

 

 

 

 

  

 

$

 

 

    36,180

 

 

 

 

(1)NI is not disclosing the specific target levels with respect to performance goals because such information represents confidential trade secrets or confidential commercial or financial information, the disclosure of which would cause NI competitive harm. The performance goals were set to be moderately difficult, or stretch goals, but not unachievable.

(2)The goals in items 1), 2) and 3) above contained incremental payout thresholds and an increased payout if actual results attained exceed the targeted 100%. In such event, the maximum amount payable to Mr. Roiko would have been $75,040.

In assessing performance against the objectives for each named executive participating in the AIP, the Compensation Committee considered the actual results for 2017 against the specific deliverables associated with each objective, the extent to which the objective was a significant stretch goal for the organization, and whether significant unforeseen obstacles or favorable circumstances altered the expected difficulty in achieving the desired results. Based on the foregoing factors, the Compensation Committee approved a cash payment for each named executive. As set forth under the column heading “2017 Actual Payout,” the actual payouts to NI’s named executive officers ranged from 47% to 52% of the maximum amount they were eligible to receive under the AIP in 2017.

Discretionary Cash Bonus Program

NI maintains a discretionary cash performance bonus program under which all employees, including executives, are eligible to receive awards in recognition of performance or a special achievement that is not covered by NI’s other compensation programs. Awards under this program vary based on the nature of the recognition event. The amount of the award for executives is determined by NI’s President and the amount of the award fornon-executive employees is determined by the departmental supervisors. The average award under this program in 2017 was approximately $1,302. During 2017, none of the named executives received an award under this program.

Restricted Stock Unit (RSU) Awards

Determining the Overall Level of Equity Compensation Awards.    NI uses equity compensation to incentivize key employees. In 2017, approximately 41% of all U.S. based regular, full-time professional employees received equity based compensation. NI’s use of stock based equity compensation for its employees is driven by NI’s goal of aligning the long-term interests of its employees with its overall performance and the interests of its stockholders. NI’s equity compensation program is also driven by NI’s desire to be sensitive to the dilutive impact that such equity compensation will have on its stockholders.

Allocation of Equity Compensation Awards.    In 2017, NI granted a total of 1,187,125 RSUs to all employees, which represented 0.91% of NI’s shares outstanding at December 31, 2017. Of such amount, a total of 150,000 RSUs were granted to Mr. Davern on January 2017 and 119,000 RSUs were granted to NI’s named executives in April 2017, representing approximately 22% of all RSUs granted in 2017.

In January 2017, the Compensation Committee determined to use a four year annual vesting period for future RSU awards. Upon Mr. Davern’s appointment as CEO and President in January 2017, he received 150,000 RSUs with a three year annual vesting period as providedacceleration provisions under the terms of the CEO Agreement. Prior to January 2017, RSUs granted to executives vested over a period of ten years, subject to acceleration based on NI’s performance. Expressed as a formula, the acceleration amount for these RSU grants to executives is as follows:

Calendar Year
Organic
Revenue Growth		X

Calendar Year
Non-GAAP
Operating Profit%

(not to exceed 18%
for payout purposes)

X

Shares

Granted

=Shares Accelerated
40%18%10

Expressed as a formula, the acceleration amount for RSU grants to executives under theour 2010 Incentive Plan, 2015 Incentive Plan, is as follows:

Calendar Year
Organic
Revenue Growth		X

Calendar Year
Non-GAAP
Operating Profit%

(not to exceed 18%
for payout purposes)

X

Shares

Granted

=Shares Accelerated
20%18%10

A set formula for allocating RSUs to the executives as a group or to any particular executive is not utilized. Instead, the Compensation Committee exercises its judgment2020 Incentive Plan and discretion and considers, among other things, the role and responsibility of the executive, competitive factors, labor market dynamics, the relative importance of retaining each executive, the amount of stock based equity compensation already held by the executive, thenon-equity compensation received by the executive and the total number of RSUs to be granted2022 Incentive Plan that are applicable to all participants during the year. The Compensation Committee reviews general compensation trends and practices in the technology industry, including pay levels and programs provided by comparable companies as represented in the Radford survey.

Timingparticipating employees. Further, each of Equity Awards.    The Compensation Committee typically grants RSUs to executives and current employees once per year. Such grants are made at a meeting of the Compensation Committee held in the second quarter of the year. RSU grants to new employees were issued four times in 2017 at Compensation Committee meetings. NI does notour Named Executive Officers also have any program, plan or practice to time RSU grants in coordination with the release of materialnon-public information. NI does not time, nor does NI plan to time, the release of materialnon-public information for the purposes of affecting the value of executive compensation.

Executive Equity Ownership.    NI encourages its executives to hold a significant equity interest in NI. The Board adopted a Stock Ownership Policy effective December 31, 2017 to further align the interests of the Company’s executive officers andnon-employee directors with the interests of its stockholders and to promote NI’s commitment to corporate governance. Under the Stock Ownership Policy, NI’s CEO is required to hold shares of NI common stock with a value equal to at least three times his or her annual base salary and NI’s other executive officers are required to hold shares of NI common stock with a value equal to at least two times his or her annual base salary.Non-employee directors are required to hold shares of NI common stock with a value equal to at least three times the amount of the annual retainer paid to such directors for service on the Board. All persons subject to the policy are required to achieve the applicable level of ownership within five years. NI does not permit executives ornon-employee directors to sell short its securities. NI prohibits executives andnon-employee directors from holding NI securities in a margin account and prohibits the purchase or sale of exchange traded options on its stock by executives and non-employee directors.

Type of Equity Awards.    In May 2015, the NI stockholders approved the 2015 Incentive Plan. The NI Board of Directors had approved thePRSUs under our 2015 Incentive Plan, in January 2015, subject to stockholder approval. 2020 Incentive Plan, and 2022 Incentive Plan with special vesting terms upon a change of control of the Company, as further described below.

The 20152010 Incentive Plan provides for the grantacceleration of all unvested restricted stock and RSUs. Those eligible for awards under the 2015 Incentive Plan include NI employees, directors and consultants and employees and consultants of any parent or subsidiary of NI.

Service Award Program

NI maintains a service award bonus program under which all employees, including executives, are eligible to receive awards based on the number of years of continued employment with NI. Under this program, upon achieving a five-year period of continuous employment with NI, an employee receives a cash award, as well asnon-monetary awards such as a plaque. Awards under this program have

historically been in the range of $100 to $1,000 in cash per award, with employees receiving $100 in cash at their 5thanniversary of service with NI and $1,000 in cash at their 10th, 15th, 20th and 25th anniversaries of service with NI.

During 2017, one of the named executives, Mr. Starkloff, received an award of $1,000 under this program for having reached 20 years of employment with NI.

Performance Based Compensation and Financial Restatement

To date, NI has not experienced a financial restatement and has not implemented a policy regarding retroactive adjustments to any cash or equity based incentive compensation paid to its executives and other employees where such payments were predicated upon the achievement of certain financial results that would subsequently be the subject of a restatement.

Change of Control Considerations

See “Compensation Terms for New Chief Executive Officer” for a discussion of the terms of Mr. Davern’s employment including severance payments and change of control payments. Other than Mr. Davern, none of NI’s executives have employment agreements, severance payment arrangements or payment arrangements that would be triggered by a merger or other change of control of NI.

The 2005 Incentive Plan and the 2010 Incentive Plan provide thatunits in the event of a change of control of NI,the Company. A change of control under the 2010 Incentive Plan means any of the following events:

any person becomes the beneficial owner of 50% or more of the total voting power represented by our outstanding voting securities;
existing members of our Board cease to constitute at least a majority of the Board;
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TABLE OF CONTENTS

a public announcement is made of a tender or exchange offer for 50% or more of the outstanding voting securities and it is not opposed by our Board;
our stockholders approve a merger or consolidation with any other corporation or partnership, unless our stockholders prior to such transaction will hold a majority of the voting power of the surviving or acquiring entity; or
our stockholders approve a plan of complete liquidation or an agreement for the sale or disposition of all or substantially all of our assets.
In the case of unvested RSUs held by executive andnon-executive employees shallrestricted 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 in full. Under(provided that such death or disability occurs prior to the 15th anniversary of the vesting commencement date).
Pursuant to the 2015 Incentive Plan, 2020 Incentive Plan and 2022 Incentive Plan, in the event of a change in control of NI,the Company, 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 RSUs shallrestricted stock units will 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. With the exception of the two forms of award agreement under the 2015 Incentive Plan, the PRSU award agreements under the 2015 Incentive Plan, 2020 Incentive Plan and 2022 Incentive Plan provide that the number of PRSUs eligible to vest at 100% of target levels will be scheduled to vest in equal monthly installments following the change of control over the remainder of the original performance period, except that they will immediately vest if the PRSUs are not assumed or substituted in connection with the change in control. Following any such assumption or substitution of awards in connection with a change in control, 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, then the vesting of such employee’s awards will accelerate and the RSUs will immediately become fully vested.

Effect of Accounting and Tax Treatment on Compensation Decisions

In the review and establishment of NI’s compensation programs, NI considers the anticipated accounting and tax implications to NI and its executives. While NI considers the applicable accounting and tax treatment, these factors alone are not dispositive, and NI also considers the cash andnon-cash impact of the programs and whether a program is consistent with NI’s overall compensation philosophy and objectives.

Prior to being amended by the Tax Cuts and Jobs Act in December 2017, Section 162(m) of the Code (“Section 162(m)”) imposed a limit of $1 million on the amount of compensation that NI may deduct in any one year with respect to certain of its named executive officers, unless certain criteria are satisfied. Performance-based compensation, as defined in the Code, was fully deductible if the programs were approved by stockholders and met other requirements. In 2017, none of NI’s named executive officers whose compensation is subject to Section 162(m), other than Mr. Davern, received compensation in excess of the Section 162(m) limit.

Role of Executives in Executive Compensation Decisions

In 2017, the Compensation Committee obtained input from NI’s President and Chief Executive Officer, Mr. Davern, when discussing the performance of, and compensation levels for executives other than himself. The Compensation Committee also worked closely with Mr. Davern and with NI’s Global Vice

President of Human Resources and others, as required, in evaluating the financial, accounting, tax and retention implications of its various compensation programs. Neither Mr. Davern nor any of NI’s other executives participated in deliberations relating to his or her own compensation.

COMPENSATION COMMITTEE REPORT*

The Compensation Committee of NI has reviewed and discussed the Compensation Discussion and Analysis required by RegulationS-K Item 402(b) (the “CD&A”) with management and based upon such review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement.

Respectfully Submitted,

Duy-Loan T. Le

John M. Berra

Michael E. McGrath

Gerhard P. Fettweis

* The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other NI filing under the Securities Act or the Exchange Act, except to the extent that NI specifically incorporates this Compensation Committee Report by express reference therein.

SUMMARY COMPENSATION TABLE

The following table shows the total compensation earned by NI’s named executive officers during the years ended December 31, 2017, December 31, 2016, and December 31, 2015:

Name and
Principal Position

 

 

Year

 

  

Salary

 

  

Bonus
(1)

 

  

Stock
Awards
(2)

 

  

Option
Awards

 

  

Non-Equity
Incentive Plan
Compensation
(3)

 

  

All Other
Compensation
(4)

 

  

Total

 

 

Alexander M. Davern*

Chief Executive Officer and President

  

2017

2016

2015

 

 

 

 $

 

700,000

550,000

550,000

 

 

 

 $

 

—

—

—

 

 

 

 $

 

  6,364,500

699,750

808,000

 

 

 

  

$  —   

—   

—   

 

 

 

  

$  429,800   

173,360   

  125,087   

 

 

 

  

$  11,208   

28,560   

8,268   

 

 

 

 $

 

7,505,508

1,451,670

1,491,335

 

 

 

Karen M. Rapp

Executive Vice President, Chief Financial Officer and Treasurer

  2017     241,587   —   861,000   —      80,546        40,318        1,223,450 

Eric H. Starkloff

Executive Vice President, Global Sales and Marketing

  

2017

2016

2015

 

 

 

  

400,000

356,250

331,250

 

 

 

  

1,000

—

—

 

 

 

  

855,750

699,750

808,000

 

 

 

  

—   

—   

—   

 

 

 

  

171,804   

149,878   

119,902   

 

 

 

  

36,195   

8,268   

8,268   

 

 

 

  

1,464,749

1,214,146

1,267,420

 

 

 

Scott A. Rust

Senior Vice President, Global Research and Development

  

2017

2016

2015

 

 

 

  

355,000

336,250

307,250

 

 

 

  

—

—

1,000

 

 

 

  

684,600

419,850

484,800

 

 

 

  

—   

—   

—   

 

 

 

  

125,670   

67,270   

27,377   

 

 

 

  

32,799   

8,268   

8,268   

 

 

 

  

1,198,069

831,638

828,695

 

 

 

John C. Roiko

Vice President, Finance and Chief Accounting Officer

  2017   268,000   
—
 
  136,920   —      50,652      59,226      514,798 

*Mr. Davern was promoted to CEO and President in January 2017. He served as Chief Operating Officer, Executive Vice President, Chief Financial Officer and Treasurer from October 2010 to December 2016.

(1)These amounts reflect cash payments under NI’s discretionary cash bonus program and service award program. See “Compensation Discussion and Analysis” for a description of these programs.

(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 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 executives. The dollar amount recognized for financial statement reporting purposes is the aggregate grant date fair value, which is expensed monthly based on the estimated vesting period of the corresponding grant. The estimated vesting period of grants of RSUs to named executive officers ranges from 48 months to 95 months.

(3)These amounts reflect the sum of the amounts earned by named executives under NI’s Annual Company Performance Bonus Program and AIP for 2017, 2016 and 2015, as shown in the table below.

Named Executive Officer

 

  

Year

 

   

Annual
Performance
Bonus
Program

 

   

AIP

 

   

Long Term
Incentive
Program

 

   

Sales
Commission
Bonus
Program

 

   

Total

 

 

 

Alexander M. Davern

 

  

 

 

 

 

2017

 

 

 

 

  

 

$

 

 

37,800

 

 

 

 

  

 

$

 

 

392,000

 

 

 

 

  

 

 

 

 

$  —     

 

 

 

 

  

 

$

 

 

—

 

 

 

 

  

 

$

 

 

429,800

 

 

 

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

173,360

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

173,360

 

 

 

 

  

 

 

 

 

2015

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

125,087

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

125,087

 

 

 

 

 

Karen M. Rapp

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

13,046

 

 

 

 

  

 

 

 

 

67,500

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

80,546

 

 

 

 

 

Eric H. Starkloff

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

21,804

 

 

 

 

  

 

 

 

 

150,000

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

171,804

 

 

 

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

101,540

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

48,338

 

 

 

 

  

 

 

 

 

  149,878

 

 

 

 

  

 

 

 

 

2015

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

72,908

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

46,994

 

 

 

 

  

 

 

 

 

119,902

 

 

 

 

 

Scott A. Rust

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

19,170

 

 

 

 

  

 

 

 

 

  106,500

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

125,670

 

 

 

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

67,270

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

67,270

 

 

 

 

  

 

 

 

 

2015

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

27,377

 

 

 

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

27,377

 

 

 

 

 

John C. Roiko

  

 

 

 

2017

 

 

  

 

 

 

14,472

 

 

  

 

 

 

36,180

 

 

  

 

 

 

—     

 

 

  

 

 

 

—

 

 

  

 

 

 

50,652

 

 

(4)Represents NI contributions to the 401(k) Plan on behalf of the named executives, the full dollar value of premiums paid by NI for term life insurance on behalf of the named executives for 2017, 2016 and 2015, 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 (5)

 

   

Total

 

 

 

Alexander M. Davern

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

$  10,800  

 

 

 

 

  

 

 

 

 

$  408       

 

 

 

 

  

 

$

 

 

—

 

 

 

 

  

 

$

 

 

11,208

 

 

 

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

7,950  

 

 

 

 

  

 

 

 

 

318       

 

 

 

 

  

 

 

 

 

  20,292

 

 

 

 

  

 

 

 

 

28,560

 

 

 

 

  

 

 

 

 

2015

 

 

 

 

  

 

 

 

 

7,950  

 

 

 

 

  

 

 

 

 

  318       

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

8,268

 

 

 

 

 

Karen M. Rapp

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

318       

 

 

 

 

  

 

 

 

 

40,000

 

 

 

 

  

 

 

 

 

  40,318

 

 

 

 

 

Eric H. Starkloff

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

8,748  

 

 

 

 

  

 

 

 

 

408       

 

 

 

 

  

 

 

 

 

27,039

 

 

 

 

  

 

 

 

 

37,195

 

 

 

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

7,950  

 

 

 

 

  

 

 

 

 

318       

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

8,268

 

 

 

 

  

 

 

 

 

2015

 

 

 

 

  

 

 

 

 

7,950  

 

 

 

 

  

 

 

 

 

318       

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

8,268

 

 

 

 

 

Scott A. Rust

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

8,640  

 

 

 

 

  

 

 

 

 

408       

 

 

 

 

  

 

 

 

 

23,751

 

 

 

 

  

 

 

 

 

32,799

 

 

 

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

7,950  

 

 

 

 

  

 

 

 

 

318       

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

8,268

 

 

 

 

  

 

 

 

 

2015

 

 

 

 

  

 

 

 

 

7,950  

 

 

 

 

  

 

 

 

 

318       

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

8,268

 

 

 

 

 

John C. Roiko

  

 

 

 

2017

 

 

  

 

 

 

8,818  

 

 

  

 

 

 

408       

 

 

  

 

 

 

50,000

 

 

  

 

 

 

59,226

 

 

Other than the foregoing, for 2015, 2016 and 2017, NI did not provide its named executives with any form of compensation that would be reportable under Item 402(c)(2)(ix) of RegulationS-K. NI does not pay or accrue cash dividends on unvested RSUs.

(5)For 2017, the dollar amounts listed reflect amounts paid by NI in connection with Mr. Starkloff and Mr. Rust’s participation in an incentive award trip paid by NI, 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. For 2016, the dollar amount reflects fees and expenses paid by NI related to the negotiation of Mr. Davern’s executive employment agreement.

GRANTS OF PLAN-BASED AWARDS

FOR FISCAL YEAR ENDED DECEMBER 31, 2017

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

All Other
Stock
Awards:
Number of
Shares of

Stock or
Units (5)

Aggregate
Grant Date
Fair Value of
Stock
Awards

Name

Grant
Date (1)

Threshold
(2)

Target (3)

Maximum (4)

  Alexander M. Davern

  Annual Incentive Program

  Annual Performance Bonus Program

  2015 Incentive Plan

  2015 Incentive Plan


1/24/17

4/25/17



—

—

—

—


$

392,000

37,800

—

—


$

840,000

—

—

—


$

—

—

150,000

50,000


$

—

—

4,653,000

1,711,500


  Karen M. Rapp

  Annual Incentive Program

  Annual Performance Bonus Program

  2015 Incentive Plan

7/25/17


—

—

—



67,500

13,046

—



140,000

—

—



—

—

20,000



—

—

861,000


  Eric H. Starkloff

  Annual Incentive Program

  Annual Performance Bonus Program

  2015 Incentive Plan

4/25/17


—

—

—



150,000

21,804

—



292,000

—

—



—

—

25,000



—

—

855,750


  Scott A. Rust

  Annual Incentive Program

  Annual Performance Bonus Program

  2015 Incentive Plan

4/25/17


—

—

—



106,500

19,170

—



205,900

—

—



—

—

20,000



—

—

684,600


  John C. Roiko

  Annual Incentive Program

  Annual Performance Bonus Program

  2015 Incentive Plan

4/25/17


—

—

—



36,180

14,472

—



75,040

—

—



—

—

4,000



—

—

136,920


(1)In accordance with Item 402(d)(2)(ii) of RegulationS-K, only grant dates for equity-based awards are reported in this table.

(2)The AIP, the Annual Performance Bonus Program and Sales Commission Bonus Program did not set a threshold amount. See “Compensation Discussion and Analysis” for a description of these programs.

(3)The AIP and the Annual Performance Bonus Program 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 RegulationS-K, the amounts included under the “Target” column represent the amounts earned in the fiscal year ended December 31, 2017 by the named executive under the AIP and the Annual Performance Bonus Program, as applicable.

(4)The Annual Performance Bonus Program 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 2017.

(5)For 2017, the executive RSU grants had four year annual vesting except for Mr. Davern’s January 2017 grant, which vests annually over three years with a vesting commencement date of December 15, 2017. The RSU grants to the executives, other than Mr. Davern’s January 2017 grant, have a vesting commencement date of May  1, 2017.

Summary Compensation Table and Grants of Plan-Based Awards Table Discussion

The level of salary and bonus in proportion to total compensation ranged from approximately 15% to 75% for each of the named executives in 2017.

See “Compensation Terms for Chief Executive Officer” for a discussion of the terms of Mr. Davern’s employment including severance payments and change of control payments. None of NI’s other employees has employment agreements, severance payment arrangements or other payment arrangements that would be triggered by a merger or other change of control of NI. However, the 2010 Incentive Plan and the 2005 Incentive Plan provide that in the event of a change of control of NI, all unvested RSUs held by executives andnon-executive employees shall immediately vest in full. Additionally, NI entered into an RSU Vesting Acceleration Agreement with each of Eric H. Starkloff and Scott S. Rust on February 26, 2016 (collectively the “Acceleration Agreements”). Under the Acceleration Agreements, in the event Mr. Starkloff or Mr. Rust’s employment is terminated without Cause or he resigns for Good Reason (each as defined in their respective Acceleration Agreement), subject to him executing and not revoking a release of claims in favor of NI and meeting other requirements in the Acceleration Agreement, all of Mr. Starkloff’s or Mr. Rust’s then outstanding and unvested RSUs granted under an NI equity plan shall immediately vest.

Under the 2015 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 RSUs shallrestricted stock units will immediately be accelerated, and the restrictions shall expire. Following anywill expire, and, with respect to the 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. In the event of a change in control involves a restructuring (as such assumption or substitution of awards, if an employeeterm is terminated without Cause (as defined in the plans) or occurs in connection with a series of related transactions involving a restructuring, and if the Company is not the surviving entity, and as a part of the restructuring stock, other securities, cash, or property are exchanged for shares of Company stock, then the award recipient shall 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 of Company stock would have been entitled in connection with such restructuring. Additionally, award agreements under the 2015 Incentive Plan) within twenty four (24) months following the change in control, then the vesting of such employee’s awards will accelerate and the RSUs will immediately become fully vested.

NI has not repriced or made any material modifications to any equity-based awards to its executive officers.

OUTSTANDING EQUITY AWARDS AT FISCAL 2017YEAR-END

   

Stock Awards

 

 
Named Executive Officer

 

  

Number of

Shares or

Units of

Stock That

Have Not

Vested (1)

 

   

Market Value

of Shares or

Units That

Have Not

Vested (2)

 

 

 

 

  Alexander M. Davern

  

 

 

 

 

 

234,041

 

 

 

  

 

 

$

 

 

9,743,127

 

 

 

 

 

  Karen M. Rapp

  

 

 

 

 

 

20,000

 

 

 

  

 

 

 

 

 

832,600

 

 

 

 

 

  Eric H. Starkloff

  

 

 

 

 

 

88,596

 

 

 

  

 

 

 

 

 

3,688,251

 

 

 

 

 

  Scott A. Rust

  

 

 

 

 

 

57,733

 

 

 

  

 

 

 

 

 

2,403,425

 

 

 

 

 

  John C. Roiko

  

 

 

 

 

 

17,404

 

 

 

  

 

 

 

 

 

724,529

 

 

 

(1)

These RSU awards were made under the 2005 Incentive Plan, 2010 Incentive Plan, and 2015 Incentive Plan. RSU awards made under the 2005 Incentive Plan, 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 2005 Incentive Plan and the 2010 Incentive Plan, the number of RSUs that can have vesting acceleration each year is determined based upon the extent to which NI attains 40% year over year revenue growth and 18%non-GAAP operating profit as a percent of revenue. Specifically, if NI achieves 40% year over year revenue growth and 18%non-GAAP operating profit as a percent of revenue, then 10% of the total number of RSUs subject to the award shall 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 attains 20% year over year revenue growth and 18%non-GAAP operating profit as a percent of revenue. Specifically, if NI achieves 20% year over year revenue growth and

18%non-GAAP operating profit as a percent of revenue, then 10% of the total number of RSUs subject to the award shall accelerate. The earliest an award eligible for acceleration may fully vest is in five years. RSU awards made under the 2005 Incentive Plan, 2010 Incentive Plan, and 2015 Incentive Plan prior to April 2016 have a vest term of ten years. RSU awards made under the 2015 Incentive Plan in April 2016 and thereafter vest as to 25% of the RSUs on each anniversary of the vesting commencement 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. Davern

50,000       

100,000       

22,500       

20,000       

10,309       

8,776       

11,730       

8,295       

2,431       

4/25/2017  

1/24/2017  

4/26/2016  

4/21/2015  

4/22/2014  

4/23/2013  

4/18/2012  

4/20/2011  

4/22/2009  

5/1/2017       

12/15/2017       

5/1/2016       

5/1/2015       

5/1/2014       

5/1/2013       

5/1/2012       

5/1/2011       

5/1/2009       

  Karen M. Rapp

20,000       

7/25/2017  

5/1/2017       

  Eric H. Starkloff

25,000       

22,500       

20,000       

10,309       

4,388       

3,519       

2,489       

391       

4/25/2017  

4/26/2016  

4/21/2015  

4/22/2014  

4/23/2013  

4/18/2012  

4/20/2011  

4/22/2009  

5/1/2017       

5/1/2016       

5/1/2015       

5/1/2014       

5/1/2013       

5/1/2012       

5/1/2011       

5/1/2009       

  Scott A. Rust

20,000       

13,500       

12,000       

3,436       

2,633       

3,284       

2,489       

391       

4/25/2017  

4/26/2016  

4/21/2015  

4/22/2014  

4/23/2013  

4/18/2012  

4/20/2011  

4/22/2009  

5/1/2017       

5/1/2016       

5/1/2015       

5/1/2014       

5/1/2013       

5/1/2012       

5/1/2011       

5/1/2009       

  John C. Roiko

4,000       

3,600       

3,200       

1,405       

2,816       

1,992       

391       

4/25/2017  

4/26/2016  

4/21/2015  

4/23/2013  

4/18/2012  

4/20/2011  

4/22/2009  

5/1/2017       

5/1/2016       

5/1/2015       

5/1/2013       

5/1/2012       

5/1/2011       

5/1/2009       

(2)Amounts shown are valued at the closing price of NI’s Common Stock on December 31, 2017 of $41.63 per share.

STOCK VESTED

FOR FISCAL YEAR ENDED DECEMBER 31, 2017

   Stock Awards 
Named Executive Officer  Number of
Shares
Acquired on
Vesting		   Value
Realized on
Vesting		 

 

  Alexander M. Davern (1)

 

  

 

 

 

 

17,410     

 

 

 

 

  

 

$

 

 

607,783

 

 

 

 

 

  Alexander M. Davern (2)

 

  

 

 

 

 

50,000     

 

 

 

 

  

 

 

 

 

2,076,500

 

 

 

 

 

  Karen M. Rapp

 

  

 

 

 

 

—     

 

 

 

 

  

 

 

 

 

—

 

 

 

 

 

  Eric H. Starkloff (1)

 

  

 

 

 

 

9,681     

 

 

 

 

  

 

 

 

 

337,964

 

 

 

 

 

  Scott A. Rust (1)

 

  

 

 

 

 

6,267     

 

 

 

 

  

 

 

 

 

218,781

 

 

 

 

 

  John C. Roiko (1)

 

  

 

 

 

 

3,171     

 

 

 

 

  

 

 

 

 

110,700

 

 

 

 

(1)Calculated by using the NI common stock closing price for the day immediately preceding the vesting date of May 1, 2017, which was $34.91 per share.

(2)Calculated by using the NI common stock closing price for the day immediately preceding the vesting date of December 15, 2017, which was $41.53 per share.

Pension Benefits and Nonqualified Deferred Compensation

NI does not have any pension plans,non-qualified defined contribution plans ornon-qualified deferred compensation plans.

Potential Payments Upon Termination or Change of Control

See “Compensation Terms for Chief Executive Officer” for a discussion of the terms of Mr. Davern’s employment including severance payments and change of control payments. None of NI’s other executives has employment agreements, severance payment arrangements or payment arrangements that would be triggered by a merger or other change of control of NI. However, NI is a party to an Acceleration Agreement with each of Mr. Starkloff and Mr. Rust. In each case, the Acceleration Agreement provides for the immediate vesting of all of the executive’s then outstanding RSUs in the event the executive’s employment is terminated without Cause or he resigns for Good Reason (as defined in the Acceleration Agreement), subject to him executing and not revoking a release of claims in favor of NI and meeting other requirements in the Acceleration Agreement. Additionally, the 2005Plan, 2020 Incentive Plan and the 20102022 Incentive Plan each providesprovide for acceleration of all unvested time-based RSUs in the event of a change of control of NI or the award recipient’s death or disability (each, an “acceleration event”). (provided that such death or disability occurs prior the 15th anniversary of the vesting commencement date), except that both time-based RSUs and PRSUs vest under one of the 2015 Incentive Plan forms of award agreement.

A change ofin control under each of the 20052015 Incentive Plan, 2020 Incentive Plan and the 20102022 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;

the sale or disposition by us of all or substantially all of our assets;
existing members of NI’sour Board of Directors cease to constitute at least a majority of the Board of Directors;

a public announcement is made of a tender or exchange offer for fifty percent (50%) or more of the outstanding voting securities of NI and it is not opposed by NI’s Board of Directors;

the stockholders of NI approve a merger or consolidation of NI with any other corporation or partnership, unless NI stockholders prior to such transaction will hold a majority of the voting power of the surviving or acquiring entity;Board; or

the 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’s assets.

In the case of unvested RSUs under the 2005 Incentive Plan and the 2010 Incentive Plan, 100% of the RSUs that have not vested as of the date of death or disability will immediately vest.

Under the 2015 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 RSUs 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 2015 Incentive Plan) within twenty four (24) months following the change in control, then the vesting of such employee’s awards will accelerate and the RSUs will immediately become fully vested.

A change in control under the 2015 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’s outstanding voting securities;

the sale or disposition by NI of all or substantially all of its assets;

existing members of NI’s Board of Directors cease to constitute at least a majority of the Board of Directors; or

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.
​​
50
​​

TABLE OF CONTENTS

Estimated Values of Termination and Change in Control Severance Payments to Named Executive Officers
The following table, footnotes and narrative set forth our payment obligations pursuant to the compensation arrangements of our NEOs, under the circumstances described below, assuming their employment was terminated on December 31, 2022. Because Mr. Green’s employment terminated on December 31, 2022, his arrangements are not discussed in this section. Mr. Green’s severance package is described below under “Payments and Benefits Provided to Mr. Green in Connection with His Departure.” Ms. Rapp did not receive any severance payments or benefits in connection with her resignation.
​
Named Executive Officer
​​
Voluntary
Termination
($)(1)
​​
Change in Control
($)(2)
​​
Involuntary Termination
Outside of a Change in
Control ($)(3)
​​
Involuntary Termination
in Connection with a
Change in Control
($)(4)
​​
Death or
Disability
($)(5)
​
​
Eric H. Starkloff
​​
—
​​
10,589,082
​​
4,352,305
​​
12,109,533
​​
10,589,082
​
​
Karen M. Rapp
​​
—
​​
3,297,642
​​
1,840,544
​​
4,002,404
​​
3,297,642
​
​
Ritu Favre
​​
—
​​
2,422,743
​​
1,200,440
​​
3,060,126
​​
2,523,194
​
​
Scott A. Rust
​​
—
​​
1,919,206
​​
1,140,034
​​
2,523,194
​​
1,919,206
​
(1)
Voluntary Termination. The Company does not pay severance benefits upon voluntary termination.
(2)
Change in Control. The Company has not entered into any arrangements with any of its executive officers to provide “single trigger” severance payments upon a change in control. The Company’s equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control only if the successor entity does not agree to assume or substitute for the awards. These provisions generally apply to all holders of awards under the equity incentive plans.
The amounts in this column represent the aggregate value of accelerated vesting in respect of unvested time-based RSUs and unvested PRSUs held by the NEOs (other than Mr. Green), calculated based on the Applicable Price assuming that (i) a change in control transaction had occurred as of December 31, 2022, and (ii) the successor entity did not assume or substitute for the NEOs’ outstanding equity awards and their respective unvested and outstanding awards fully accelerated upon such change in control, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria were deemed achieved at one hundred percent (100%) of target levels.
​
Named Executive Officer
​​
RSUs
​​
PRSUs
​
​
Eric H. Starkloff
​​
$4,980,762
​​
$5,608,320
​
​
Karen M. Rapp
​​
1,741,237
​​
1,556,405
​
​
Ritu Favre
​​
1,177,147
​​
1,245,596
​
​
Scott A. Rust
​​
1,023,717
​​
895,489
​
(3)
Involuntary Termination Outside of a Change in Control. We have entered into certain termination severance arrangements with our NEOs as described above under “—Termination and Change in Control Severance Arrangements with our Named Executive Officers.” The following table shows a breakdown of payments that would have been due to our NEOs (other than Mr. Green) if an involuntary termination outside of a change of control had occurred as of December 31, 2022.
​
Named Executive
Officer
​​
Base Cash
Severance
​​
Bonus Cash
Severance
​​
COBRA Premiums
​​
Accelerated RSUs
​​
Total
​
​
Eric H. Starkloff
​​
1,102,500
​​
385,191
​​
32,760
​​
2,831,854
​​
​4,352,305
​
​
Karen M. Rapp
​​
500,000
​​
194,100
​​
10,662
​​
1,135,782
​​
1,840,544
​
​
Ritu Favre
​​
450,000
​​
174,690
​​
12,693
​​
563,057
​​
1,200,440
​
​
Scott A. Rust
​​
425,000
​​
164,985
​​
14,003
​​
536,046
​​
1,140,034
​
The amounts in the table above in the column entitled “Accelerated RSUs” represent the aggregate value of accelerated vesting in respect of outstanding time-based RSUs held by the NEOs (other than Mr. Green).
(4)
Involuntary Termination in Connection with a Change in Control.
The following table shows the estimated benefitsa breakdown of payments that would have been receiveddue to our NEOs (other than Mr. Green) if an involuntary termination in connection with a change of control had occurred as of December 31,
​​
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2022, assuming (i) the successor entity had not assumed or substituted for outstanding equity awards in connection with such change in control transaction and (ii) an involuntary termination in connection with a change of control had occurred as of December 31, 2022.
​
Named Executive
Officer
​​
Base Cash
Severance
​​
Bonus Cash
Severance
​​
COBRA
Premiums
​​
Accelerated
RSUs
​​
Accelerated
PRSUs
​​
Total
​
​
Eric H. Starkloff
​​
1,102,500
​​
385,191
​​
32,760
​​
4,980,762
​​
5,608,320
​​
12,109,533
​
​
Karen M. Rapp
​​
500,000
​​
194,100
​​
10,662
​​
1,741,237
​​
1,556,405
​​
4,002,404
​
​
Ritu Favre
​​
450,000
​​
174,690
​​
12,693
​​
1,177,147
​​
1,245,596
​​
3,060,126
​
​
Scott A. Rust
​​
425,000
​​
164,985
​​
14,003
​​
1,023,717
​​
895,489
​​
2,523,194
​
The following table shows a breakdown of the aggregate value of accelerated vesting in respect of unvested RSUs and unvested PRSUs held by our NEOs (other than Mr. Green) that were executive officers of the Company as of December 31, 2022, calculated based on the Applicable Price, assuming (i) the successor entity had assumed or substituted for outstanding equity awards in connection with such change in control transaction and (ii) an involuntary termination in connection with a change of control had occurred as of December 31, 2022.
​
Named Executive Officer
​​
RSUs
​​
PRSUs
​
​
Eric H. Starkloff
​​
$1,909,354
​​
$—
​
​
Karen M. Rapp
​​
1,135,782
​​
—
​
​
Ritu Favre
​​
563,057
​​
—
​
​
Scott A. Rust
​​
536,046
​​
—
​
(5)
Death or Disability. The Company has not entered into any arrangements with any of its executive officers to provide severance payments upon a death or disability. The 2010 Incentive Plan provides for acceleration of all unvested restricted stock units in the event of the award recipient’s death or disability. The 2022 Incentive Plan provides that vesting and other restrictions may be accelerated in the event of the award recipient’s death or disability at the plan administrator’s sole discretion. The NEO’s time-vesting RSUs provide for accelerated vesting if a termination due to death or disability occurs prior to the 15th anniversary of the vesting commencement date.
The amounts in this column represent the aggregate value of accelerated vesting in respect of unvested equity awards held by the named executives if an acceleration eventNEOs (other than Mr. Green), calculated based on the Applicable Price assuming that a death or disability had occurred as of December 31, 2022 and the plan administrator elected to accelerate vesting of the NEOs’ awards.
Payments and Benefits Provided to Mr. Green In Connection with his Departure
Mr. Green, our former Chief Revenue Officer and Executive Vice President, Portfolio Business Unit, departed from the Company, effective December 31, 2022, by mutual agreement of Mr. Green and the Company. In connection with his departure from the Company, we entered into the Green Transition and Separation Agreement, which superseded and replaced the Green Executive Employment Agreement.
Pursuant to the Separation Agreement, Mr. Green received the following:
The Green Employment Agreement Severance Entitlements to which he was entitled pursuant to Section 6(a) (Termination Without Cause or Resignation for Good Reason) of his existing Green Executive Employment Agreement consisting of the following:
○payments of $595,000, less applicable withholding, representing 12 months of his annual base salary (paid in the form of salary continuation from December 31, 2022 to December 31, 2023);
○a lump sum payment in the amount of $595,000, representing 100% of his annual cash incentive bonus payment, which was paid in March 2023 at the same time the EIP bonus was paid to other senior executives of the Company; and
○reimbursement, or payment directly on his behalf, of COBRA premiums through December 31, 2023, or the date that he becomes eligible for coverage under a subsequent employer’s plan; and
A Company-owned laptop.
​​
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Pursuant to the Transition Agreement, Mr. Green received the payment of $10,000 for executive transition services (paid as a lump sum in December 2022) as well as continued employment from November 15, 2022 to December 31, 2022.
In addition, pursuant to Separation Agreement, the portion of Mr. Green’s outstanding time-based RSU awards that would have vested had Mr. Green remained employed through December 31, 2023 (representing 22,582 units, which would have had a value of $833,276 at the Applicable Price) were accelerated and vested upon his departure on December 31, 2017.

2022. The remaining portions of his time-based RSU awards with vesting dates after December 31, 2023 were forfeited upon his departure on December 31, 2022. Additionally, the PRSUs that were scheduled to vest after December 31, 2022 (such as the PRSUs granted in 2021 and 2022) were forfeited.
​​
53

  Name

​		​

RSU
Acceleration (1)

  Alexander M. Davern

$

    9,743,127  

  Karen M. Rapp

832,600  

  Eric H. Starkloff

3,688,251  

  Scott A. Rust

2,403,425  

  John C. Roiko

724,529  

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(1)The amounts represent the number of unvested RSUs multiplied by per share closing market price of NI’s common stock on December 30, 2017, which was $41.63 per share, for each of the outstanding unvested RSUs held by such named executive.

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 RegulationS-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 CEO, Alex Davern:

For fiscal year 2017, our last completed fiscal year, we have estimated the median of the annual total compensation of all employees of our company (other than our CEO), was $46,174; and the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this proxy statement, was $7,505,508.

Based on this information, for fiscal year 2017, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of employees was 163 to 1. We believe this pay ratio is

a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K. We note that a substantial portion of our CEO’s fiscal year 2017 compensation was in the form of aone-time equity award which was made in connection with his promotion to President and CEO of NI effective January 1, 2017, having a total grant date fair value of approximately $4,653,000. Excluding this promotional grant, the ratio would have been 62 to 1.

To identify the median of the annual total compensation of all our employees as well as to(other than our President and CEO) and the annual total compensation of our President and CEO, who was serving in that position on December 31, 2022.

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 used in our disclosure for fiscal year 2020 and 2021 because during fiscal year 2022 there was no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our 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.

We also excluded The jurisdictions from which those employees classifiedare being excluded, and the approximate number of employees excluded from each jurisdiction, are as “contingent workers” as well as employees with termination datesfollows: 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, 5; Colombia, 4; Czech Republic, 4; Hong Kong, 4; Thailand, 4; Denmark, 3; Poland, 3; Spain, 2; Vietnam, 2; Finland, 1; and Indonesia, 1.
We have estimated the median of December 2017—January 2018, as they would not be active in the future and should not be eligible for selection as our “median” employee.

We identified the “median employee” takingannual total compensation of all employees excluding the CEOof our Company (other than our President and CEO) was $51,375 (using a consistently applied compensation measure of base salary, plus bonus, target commission, 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.value of stock awards, as applicable).

After identifying the “median employee,” we identified andWe then calculated all the elements of such median employee’s compensation for fiscal year 20172022 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K, resulting in annual total compensation of $46,174.$63,362, 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 and overtime.

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 $8,398,504.
Based on this information, for fiscal year 2022, the ratio of the annual total compensation of our 2017 SummaryCEO to the median of the annual total compensation of all our employees was 133 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
​​
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PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and the financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
2022 Pay Versus Performance Table
​
Year
​​
Summary
Compensation
Table Total for
PEO (Eric Starkloff)1
​​
Compensation
Actually Paid
to PEO (Eric
Starkloff)2
​​
Summary
Compensation
Table Total for
Former PEO
(Alexander Davern)3
​​
Compensation
Actually Paid
to Former
PEO
(Alexander
Davern)4
​​
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs5
​​
Average
Compensation
Actually Paid to
Non-PEO NEOs6
​​
Value of Initial Fixed $100
Investment Based On:
​​
Net
Income
(millions)
​​
Non-GAAP
Revenue Growth
(%)10
​
​
Total
Shareholder
Return7
​​
Peer Group
Total
Shareholder
Return8
​
​
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
​​
(f)
​​
(g)
​​
(h)
​​
(i)
​​
(j)
​​
(k)
​
​
2022
​​
$8,398,504
​​
$5,219,573
​​
—
​​
—
​​
$2,765,286
​​
$1,846,979
​​
$87
​​
$80
​​
$139.6
​​
​11.0%
​
​
2021
​​
$8,190,385
​​
$5,028,215
​​
—
​​
—
​​
$2,919,793
​​
$2,434,470
​​
$102
​​
$115
​​
$89.3
​​
​13.4%
​
​
2020
​​
$11,465,634
​​
$11,818,530
​​
$461,768
​​
$(4,713,424)
​​
$1,843,737
​​
$1,839,488
​​
$107
​​
$120
​​
$143.7
​​
-6.0%
​
1
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Starkloff (our President and CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”
2
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Starkloff, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Starkloff during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Starkloff’s total compensation as reported in the Summary Compensation Table for each year to determine the compensation actually paid:
​
Year
​​
Reported
Summary Compensation
Table Total for PEO
(Eric Starkloff)
​​
Reported
Value of Equity
Awards(a)
​​
Equity
Award Adjustments(b)
​​
Compensation
Actually Paid to
PEO (Eric Starkloff)
​
​
2022
​​
$8,398,504
​​
($7,266,432)
​​
$4,087,501
​​
$5,219,573
​
​
2021
​​
$8,190,385
​​
($6,659,514)
​​
$3,497,344
​​
$5,028,215
​
​
2020
​​
$11,465,634
​​
($10,414,680)
​​
$10,767,576
​​
$11,818,530
​
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
​​
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(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
​
Year
​​
Year End Fair
Value of Equity
Awards
​​
Year over
Year Change
in Fair Value
of
Outstanding
and
Unvested
Equity
Awards
​​
Fair
Value as
of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year
​​
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
​​
Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
​​
Value of
Dividends or
other Earnings
Paid on Stock
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
​​
Total
Equity
Award
Adjustments
​
​
2022
​​
$6,816,189
​​
$(1,488,915)
​​
$—
​​
$(889,312)
​​
$(350,460)
​​
$—
​​
$4,087,501
​
​
2021
​​
$5,883,499
​​
$(1,884,822)
​​
$—
​​
$(196,363)
​​
$(304,970)
​​
$—
​​
$3,497,344
​
​
2020
​​
$10,639,879
​​
$327,527
​​
$—
​​
$(199,830)
​​
$—
​​
$—
​​
$10,767,576
​
3
Mr. Davern ceased to be our CEO, effective January 31, 2020, and continued to serve on our Board. The dollar amount reported in column (d) is the amount of total compensation reported for Mr. Davern for 2020 in the “Total” column of the 2020 Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table” in our proxy statement for our 2021 Annual Meeting of Stockholders. As Mr. Davern was not a Named Executive Officer for 2021 and 2022, we did not provide compensation information for such years.
4
The dollar amount reported in column (e) represents the amount of “compensation actually paid” to Mr. Davern in 2020, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amount does not reflect the actual amount of compensation earned by or paid to Mr. Davern during 2020. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Davern’s total compensation as reported in the Summary Compensation Table compensation for 2020 to determine the compensation actually paid in 2020:
​
Year
​​
Reported
Summary
Compensation Table
Total for Former PEO
(Alexander Davern)
​​
Reported
Value of Equity
Awards(a)
​​
Equity
Award Adjustments(b)
​​
Compensation Actually Paid to
Former PEO (Alexander Davern)
​
​
2020
​​
$461,768
​​
($131,252)
​​
$(5,043,940)
​​
$(4,713,424)
​
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2020.
(b)
The equity award adjustments for 2020 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2020 that are outstanding and unvested as of December 31, 2020; (ii) the amount of change as of December 31, 2020 (from the end of December 31, 2019) in fair value of any awards granted in prior years that are outstanding and unvested as of December 31, 2020; (iii) for awards that are granted and vest in 2020, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2020, the amount equal to the change as of the vesting date (from the end of the December 31, 2019) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2020, a deduction for the amount equal to the fair value at the end of December 31, 2019; and (vi) the dollar value of any dividends or other earnings paid on stock awards in 2020 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other
​​
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component of total compensation for 2020. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
​
Year
​​
Year End Fair
Value of
Equity Awards
​​
Year over
Year
Change in
Fair Value
of
Outstanding
and
Unvested
Equity
Awards
​​
Fair
Value as
of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year
​​
Change in
Fair Value
of Equity
Awards
Granted in
Prior
Years that
Vested in
the Year
​​
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year
​​
Value of
Dividends or
other
Earnings Paid
on Stock
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
​​
Total
Equity
Award
Adjustments
​
​
2020
​​
$156,251
​​
$—
​​
$—
​​
$(499,909)
​​
$(4,700,282)
​​
$—
​​
$(5,043,940)
​
5
The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Starkloff who has served as our President and CEO since February 2020 and Mr. Davern who served as our CEO through January 2020) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Starkloff and Mr. Davern, as applicable) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022 and 2021, Karen Rapp, Jason Green, Scott Rust and Ritu Favre and (ii) for 2020, Karen Rapp, Jason Green, Scott Rust and Carla Pineyro Sublett.
6
The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Starkloff and Mr. Davern), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Starkloff and Mr. Davern) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation as reported in the Summary Compensation Table compensation for the NEOs as a group (excluding Mr. Starkloff and Mr. Davern) for each year to determine the compensation actually paid, using the same methodology described above in Footnote 2:
​
Year
​​
Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
​​
Average
Reported
Value of Equity Awards
​​
Average Equity
Award Adjustments(a)
​​
Average Compensation Actually
Paid to Non-PEO NEOs
​
​
2022
​​
$2,765,286
​​
$(1,772,455)
​​
$854,148
​​
$1,846,979
​
​
2021
​​
$2,919,793
​​
$(2,053,900)
​​
$1,568,578
​​
$2,434,470
​
​
2020
​​
$1,843,737
​​
$(1,182,923)
​​
$1,178,674
​​
$1,839,488
​
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​
Year
​​
Average
Year End
Fair Value of
Equity
Awards
​​
Year over
Year
Average
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
​​
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
the Year
​​
Year over
Year
Average
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
​​
Average Fair
Value at the
End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
​​
Average Value
of Dividends or
other Earnings
Paid on Stock
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
​​
Total
Average
Equity
Award
Adjustments
​
​
2022
​​
$1,619,185
​​
$ (272,630)
​​
$—
​​
$(280,159)
​​
$(212,248)
​​
$—
​​
$854,148
​
​
2021
​​
$1,893,716
​​
$(171,934)
​​
$—
​​
$(54,649)
​​
$(98,555)
​​
$—
​​
$1,568,578
​
​
2020
​​
$1,158,516
​​
$70,246
​​
$—
​​
(50,088)
​​
$—
​​
$—
​​
$1,178,674
​
7
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
8
The peer group used for this purpose is the following published industry index: Russell 2000 Index.
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9
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
10
Non-GAAP organic revenue growth (“Revenue Growth”) is defined as GAAP revenue (excluding (i) any acquisitions by the Company other than N H Research, LLC or (ii) any dispositions by the Company). While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Revenue Growth is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.
Tabular List of Financial Performance Measures

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The performance measures that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Revenue Growth
Non-GAAP operating margin levels based on organic results (“Operating Margin”)
Recurring billed value of all termed software subscription license agreements and perpetual maintenance agreements normalized to a one-year period (“Software Annual Recurring Revenue”).
Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable “pay-for-performance” philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance Table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance Table.

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Compensation Actually Paid and Cumulative TSR

As demonstrated by the following graph, the amount of compensation actually paid to our principal executive officer (or, in 2020, paid to both Mr. Starkloff and Mr. Davern) and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Starkloff and Mr. Davern) is aligned with the Company’s cumulative TSR over the three years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Ms. Starkloff and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” in 2022, the Company targeted that approximately 78% of the value of the total compensation awarded to our President and CEO and 60% of the value of the total compensation awarded to our other NEOs was to be comprised of equity awards, including RSUs and PRSUs.
graphic
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Compensation Actually Paid and Net Income

As demonstrated by the following graph, the amount of compensation actually paid to our principal executive officer (or, in 2020, paid to both Mr. Starkloff and Mr. Davern) and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Starkloff and Mr. Davern) is generally aligned with the Company’s net income over the three years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Revenue Growth. As discussed earlier, EIP payout to NEOs is determined based on the attainment of key corporate financial and operational objectives, including Revenue Growth. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company targets that approximately 22% of the value of total compensation awarded to our principal executive officer consists of amounts determined under the Company short-term incentive compensation program and approximately 40% of the average value of total compensation awarded to our other NEOs consists of amounts determined under the Company short-term incentive compensation program.
graphic
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Compensation Actually Paid and Revenue Growth

As demonstrated by the following graph, the amount of compensation actually paid to our principal executive officer (or, in 2020, paid to both Mr. Starkloff and Mr. Davern) and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Starkloff and Mr. Davern) is generally aligned with the Company’s Revenue Growth over the three years presented in the table. As described above, Revenue Growth is defined as non-GAAP organic revenue growth (excluding any acquisitions or dispositions by the Company). While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Revenue Growth is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Revenue Growth when determining the EIP payout to our NEOs. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” in 2022, the Company targets that approximately 22% of the value of total compensation awarded to our principal executive officer consists of amounts determined under the Company short-term incentive compensation program and approximately 40% of the average value of total compensation awarded to our other NEOs consists of amounts determined under the Company short-term incentive compensation program. Additionally, in 2022, the Company targeted that approximately 78% of the value of the total compensation awarded to our President and CEO and 60% of the value of the total compensation awarded to our other NEOs was to be comprised of equity awards, including RSUs and PRSUs.
graphic
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Cumulative TSR of the Company and Cumulative TSR of the Peer Group

As demonstrated by the following graph, the Company’s cumulative TSR over the three-year period presented in the table was -13%, while the cumulative TSR of the peer group presented for this purpose, the Russell 2000, was -21% over the three years presented in the table. The Company’s cumulative TSR remained relatively steady compared to the Russell 2000 during the three years presented in the table, including in fiscal 2022 despite a challenging geopolitical and macroeconomic environment, including global supply chain disruptions, inflationary pressure and ongoing impacts from the COVID-19 pandemic, representing the Company’s resilient performance as compared to the companies comprising the Russell 2000 peer group. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining executive compensation, please see the section entitled “Executive Compensation – Compensation Discussion and Analysis.”
graphic
DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section16(a)16(a) REPORTS

Section 16(a) of the Exchange Act requires NI’sour officers and directors, and persons who own more than 10% of a registered class of NI’sour 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 NIus with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, NI believeswe believe that, during the fiscal year ended December 31, 2017,2022, all Section 16(a) filing requirements applicable to itsour officers, directors and 10% stockholders were satisfied.

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EQUITY COMPENSATION PLANSPLAN INFORMATION

The number of shares issuable upon exercise of outstanding RSUsrestricted stock unit awards (RSUs and PRSUs) granted to employees andnon-employee directors, as well as the number of shares remaining available for future issuance, under NI’sour equity compensation plans as of December 31, 20172022, are summarized in the following table:

  Plan category  Number of
shares to
be issued
upon
vesting of
outstanding
RSUs		  Weighted-
average
grant
price of
outstanding
RSUs		  Number of
shares
remaining for
future
issuance
under equity
compensation
plans		 

 

  Equity compensation plans approved by stockholders

 

  

 

 

 

 

3,152,964

 

 

(1) 

 

 

 

 

 

 

$31.07

 

 

(2) 

 

 

 

 

 

 

6,708,152

 

 

(3) 

 

 

  Equity compensation plans not approved by stockholders

 

  

 

 

 

 

—

 

 

 

 

 

 

 

 

 

— 

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

  Total

 

  

 

 

 

 

3,152,964

 

 

 

 

 

 

 

 

 

$31.07 

 

 

 

 

 

 

 

 

 

6,708,152

 

 

 

 

table below. We had no outstanding options, warrants or other rights under equity compensation plans that have not been approved by stockholders as of such date.
​
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
​​
4,020,452
​​
—
​​
10,249,246
​
​
Equity compensation plans not approved by stockholders
​​
—
​​
—
​​
—
​
​
Total
​​
4,020,452
​​
—
​​
10,249,246
​
(1)
Includes 3,152,9644,020,452 shares to be issued upon the vesting of outstanding RSUs.restricted stock units.

(2)
RSU’sAll awards were restricted stock units which do not have an exercise price. The amount in the table is based on the grant price for each RSU, which is the closing price on the business day prior to the date of such grant.

(3)
Includes 3,840,2556,176,156 shares available for future issuance under the 20152022 Incentive Plan and 2,867,8974,073,090 shares available for future issuance under NI’s Employee Stock Purchase Plan.the ESPP.
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REPORT OF THE AUDIT COMMITTEE*

COMMITTEE

The Audit Committee operates under a written charter adopted by the Board of Directors. The members of the Audit Committee are CharlesGayla J. Roesslein,Duy-Loan T. Le, John M. Berra,Delly, James E. Cashman, III, 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 five5 times during fiscal 20172022 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 Form10-K. The Audit Committee also reviewed and approved the independent registered public accounting firm’s work plan, audit fees, and allnon-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 discussiondiscussions 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 Form10-K for the year ended December 31, 2017,2022, which washas been filed with the SEC.

AUDIT COMMITTEE

Charles

Gayla J. Roesslein, Chairman

Duy-Loan T. Le

John M. Berra

Delly, Chair

James E. Cashman, III
Dr. Gerhard P. Fettweis
Michael E. McGrath
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*The foregoing Report

PROPOSAL TWO: APPROVAL OF EXECUTIVE COMPENSATION
In accordance with the requirements of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other NI filing under the Securities Act orSection 14A of the Exchange Act exceptand the related rules of the SEC, our stockholders have the opportunity to cast an annual advisory vote to approve the compensation of our Named Executive Officers as disclosed pursuant to the SEC’s compensation disclosure 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 2022 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 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. However, our Board and our Compensation Committee value the opinions of our stockholders and to the extent NI specifically incorporatesthere is any significant vote against the Named Executive Officer compensation as disclosed in this ReportProxy 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 2024 annual meeting of stockholders.
Vote Required; Recommendation of the Audit CommitteeBoard 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 express reference therein.proxy, on the proposal.
The Board of Directors unanimously recommends a vote “FOR” the approval of National Instruments Corporation's Executive Compensation Program, as described in this Proxy Statement.
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PROPOSAL TWO:THREE: APPROVAL OF
FREQUENCY OF STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION
As described in Proposal Two above, our stockholders have the opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers. In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, this Proposal Three affords stockholders the opportunity to cast an advisory vote on how often we should include a Say-on-Pay proposal in our proxy materials for future annual stockholder meetings or any special stockholder meeting for which we must include executive compensation information in the proxy statement for that meeting. Under this Proposal Three, stockholders may vote to have the Say-on-Pay vote every year, every two years, or every three years.
Our stockholders voted on a similar proposal in 2017 with most stockholders voting to hold the Say-on-Pay vote every year. Our Board and Compensation Committee continue to believe that Say-on-Pay advisory votes should be conducted each year so that our stockholders may express their views on our executive compensation program and the Compensation Committee can consider such views in its compensation planning for the fiscal year following the Say-on-Pay advisory vote.
Stockholders may cast their advisory vote to conduct advisory votes on executive compensation every “1 Year,” “2 Years,” or “3 Years,” or “Abstain.”
It is expected that the next Say-on-Pay frequency vote will occur at the 2029 annual meeting of stockholders.
Vote Required; Recommendation of the Board of Directors
The selection regarding the frequency of the stockholder vote on executive compensation receiving the highest number of “FOR” votes shall be considered the frequency of the stockholder vote on executive compensation that is preferred by our stockholders. As an advisory vote, this proposal is not binding on NI, the Board, or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by stockholders and will consider the outcome of the vote when making a decision regarding the frequency of conducting a Say-on-Pay vote.
The Board recommends that on Proposal Three you vote for future advisory votes on executive compensation to occur every “1 Year.”
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PROPOSAL FOUR: 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, 2018.2023. 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, 20172022 and 2016,2021, for the reviews of the financial statements included in NI’s Quarterly Reports on Form10-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 $1,484,000$2,971,000 and $1,235,000,$1,954,000, respectively.

Audit-Related Fees

There

Audit-related fees for each of 2022 and 2021 were no fees billed for audit-related$0.
The services in 2017rendered related to professional services that are reasonably related to the performance of the world-wide audit or 2016.

review of NI's financial statements.

Tax Fees

The aggregate fees billed for professional tax services rendered for 20172022 and 20162021 were approximately $289,000$757,000 and $134,000,$458,000, 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 20172022 or 2016.

2021.

Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Auditors

The Audit Committee’s policy is topre-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 alsopre-approve particular services on acase-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 suchpre-approval. The Audit Committee may also delegatepre-approval authority to one of its members. Such member(s) must report any decisions to the Audit Committee at the next scheduled meeting. During 2017,2022 and 2021, 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.
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Vote Required; Recommendation of the Board of Directors

The

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 votes castoutstanding shares entitled to vote who are present at the meeting (electronically) or by proxy, on the proposal at the Annual Meeting is required to ratify the selection of E&Y as NI’s independent registered public accounting firm.

proposal.

Upon the recommendation of the Audit Committee, the Board of Directors unanimously recommends a vote ��FOR”“FOR” the ratification of the Appointment of E&Y as NI’sNational Instruments Corporation's Independent Registered Public Accounting Firm.

Firm for the fiscal year ending December 31, 2023.

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​​

PROPOSAL THREE: APPROVAL

TABLE OF EXECUTIVE COMPENSATIONCONTENTS

The Dodd-Frank Act enables our stockholders to vote to approve, on an advisory(non-binding) basis, 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 “Compensation Discussion and Analysis” section of this Proxy Statement, which discusses how our executive compensation policies implement our compensation philosophy, and the “Compensation of Executive Officers” 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 2017 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. ThisSay-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.

TheSay-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.

Vote Required; Recommendation of Board of Directors

The affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting is required to approve NI’s executive compensation program. Abstentions will have the same effect as a vote against this proposal.

NI’S Board Of Directors unanimously recommends voting “FOR” the approval of NI’S Executive Compensation Program, as described in this Proxy Statement.

CODE OF ETHICS

In February 2012, NI’s

Our 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. NI intends to disclose future amendmentsany changes to provisions of the Code of Ethics, or waivers of such provisions grantedfrom this code by posting to executive officers, on NI’sour website within four business days following the date of such amendmentif disclosure is required by SEC or waiver.

Nasdaq rules.

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/ David G. Hugley

graphic
R. Eddie Dixon, Jr.
Chief Legal Officer, Senior Vice President & Secretary

Austin, Texas


March 29, 2018

27, 2023

Exhibit A

COMPANIES FROM RADFORD SURVEY INFORMATION

UTILIZED BY NATIONAL INSTRUMENTS CORPORATION

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Forward Looking Statements
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are subject to risks and uncertainties. Any statements contained herein regarding our future financial performance, operations, strategy and goals relating to Engineering Hope and our corporate impact strategy or other matters (including, without limitation, statements to the effect that we “believe,” “expect,” “plan,” “may,” “could,” “will,” “intend to,” “project,” “predict,” “anticipate,” “continue,” “seek to,” “strive to,” “endeavor to,” “are committed to,” “remain committed to,” “focus on,” “are encouraged by,” “remain cautious,” “remain optimistic” or “estimate”; statements of “goals,” “initiatives,” “commitments,” “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. Risks and uncertainties include without limitation: the global shortage of key components; effect of the global economic and geopolitical conditions; our international operations and foreign economies; adverse public health matters, including epidemics and pandemics such as the COVID-19 pandemic; our ability to effectively manage our partners and distribution channels; interruptions in our technology systems or cyber-attacks on our systems; the dependency of our product revenue on certain industries and the risk of contractions in such industries; concentration of credit risk and uncertain conditions in the global financial markets; our ability to compete in markets that are highly competitive; our ability to release successful new products or achieve expected returns; the risk that our manufacturing capacity and a substantial majority of our warehousing and distribution capacity are located outside of the U.S.; our dependence on key suppliers and distributors; longer delivery lead times from our suppliers; risk of product liability claims; dependence on our proprietary rights and risks of intellectual property litigation; the continued service of key management, technical personnel and operational employees; our ability to comply with environmental laws and associated costs; our ability to maintain our website; the risks of bugs, vulnerabilities, errors or design flaws in our products; our restructuring activities; our exposure to large orders; our shift to more system orders; our ability to effectively manage our operating expenses and meet budget; fluctuations in our quarterly results due to factors outside of our control; our outstanding debt; the interest rate risk associated with our variable rate indebtedness; seasonal variation in our revenues; our ability to comply with laws and regulations; changes in tax rates and exposure to additional tax liabilities; our ability to make certain acquisitions or dispositions, integrate the companies we acquire or separate the companies we sold and/or enter into strategic relationships; risks related to currency fluctuations; provisions in charter documents and Delaware law that delay or prevent our acquisition; and risks related to our strategic review process. We direct readers to our Form 10-K for the year ended December 31, 2022 and the other documents we file with the SEC for other risks associated with our future performance. 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.
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ANNEX I
NON-GAAP FINANCIAL MEASURES
Below is a reconciliation of certain non-GAAP financial measures discussed in our 2022 Proxy Statement.
Non-GAAP Organic Revenue
​
Reconciliation of Revenue to Organic Revenue
​​
FY22
​

ACI WORLDWIDE

​
Revenue, as reported

COSTAR GROUP

​		​
1,656,975
​

ACXIOM

​
Impact of acquisition related fair value adjustments

CRAY

​		​
956
​

ADTRAN

​
Non-GAAP revenue

CREE

​		​
1,657,931
​

ADVA OPTICAL NETWORKING SE

​
Acquisitions/divestitures (other than the acquisition of N H Research, LLC)

CRITEO

​		​
(24,439)
​

AIMIA

​
Organic revenue

CSG INTERNATIONAL

​		​
1,633,492
​
Non-GAAP Operating Margin
​
Reconciliation of Operating Margin to Organic Operating Margin
​​
FY22
​

AKAMAI TECHNOLOGIES

​
Operating margin, as reported

CUBIC CORPORATION

​		​
11.6%
​

AKIMA

​
Stock-based compensation

CURTISS WRIGHT CORPORATION

​		​
4.7%
​

ALIGN TECHNOLOGY

​
Amortization of acquisition-related intangibles and fair value adjustments

CYPRESS SEMICONDUCTOR

​		​
2.8%
​

ALLSCRIPTS

​
Acquisition transaction and integration costs, restructuring charges and other

CYRUSONE

​		​
0.5%
​

ALTISOURCE PORTFOLIO SOLUTIONS

​
Net amortization of internally developed software costs

DAVIS + HENDERSON

​		​
0.3%
​

ANALOGIC

​
Non-GAAP operating margin

DCP MIDSTREAM

​		​
19.9%
​

ANSYS

​
Acquisitions/divestitures

DELUXE

​		​
0.5%
​

ARISTA NETWORKS

​
Organic operating margin

DEXCOM

ASM INTERNATIONAL

​		​

DIALOG SEMICONDUCTOR

ASOS

20.4%

DIGITAL REALTY TRUST

ATHENAHEALTH

DIGITALGLOBE

AUTODESK

DJO GLOBAL

AVID TECHNOLOGY

DOLBY LABORATORIES

BATS GLOBAL MARKETS

DST SYSTEMS

BENCHMARK ELECTRONICS

E*TRADE FINANCIAL

BIO-RAD LABORATORIES

EASTMAN KODAK COMPANY

BLACKBAUD

EATON VANCE

BLACKBERRY LIMITED

EDWARDS LIFESCIENCES

BLACKHAWK NETWORK

EL CAMINO HOSPITAL

BRIDGEPOINT EDUCATION

ELECTRONICS FOR IMAGING

BROADRIDGE FINANCIAL SOLUTIONS

ELEVATE CREDIT SERVICE

BROOKS AUTOMATION

ENDURANCE INTERNATIONAL GROUP

BRUKER

ENGILITY

CADENCE DESIGN SYSTEMS

ENOVA

CAE

ENTEGRIS

CALLAWAY GOLF

ENVESTNET

CANADIAN SOLAR

ESSEX PROPERTY TRUST

CANADIAN SOLAR (SUZHOU) INC.-CHINA

ESTERLINE TECHNOLOGIES

CAVIUM

EXTREME NETWORKS

CBOE HOLDINGS

F5 NETWORKS

CDK GLOBAL

FAIR ISAAC

CHECK POINT SOFTWARE TECHNOLOGIES—ISRAEL

FEDERAL HOME LOAN BANK OF BOSTON

CHOICE HOTELS

FINGERPRINT CARDS

CIENA

FINISAR

CIMPRESS

FIRE EYE

CIRRUS LOGIC

FIRST REPUBLIC BANK

COBANK ACB

FITBIT

COBHAM ADVANCED ELECTRONICS SOLUTIONS

FLIR SYSTEMS

COGNEX

FORTINET

COHERENT

FTD

COMMVAULT SYSTEMS

FUJITSU AMERICA INC

CONVERGYS

GARMIN

CORPORATE OFFICE PROPERTIES TRUST

GARTNER

​

​

GENPACT—INDIA

​
I-1

MELLANOX TECHNOLOGIES

GODADDY.COM

​		​

MENTOR GRAPHICS

GOGO

MICRO FOCUS INTERNATIONAL

GOPRO

MICROSEMI

GRANITE CONSTRUCTION

MICROSTRATEGY

GREEN DOT

MINDTREE-INDIA

HAEMONETICS

MKS INSTRUMENTS

HANGER

MONEYGRAM

HILL-ROM HOLDINGS

MORNINGSTAR

HILLTOP HOLDINGS

MPHASISLTD- INDIA

HITACHI HIGH TECHNOLOGIES AMERICA

MR. COOPER

HOLOGIC

MSCI

HOUGHTON MIFFLIN HARCOURT

NAGRA-KUDELSKI

HURON CONSULTING GROUP

NATIONAL INSTRUMENTS

IDEX CORPORATION

NAVIENT

ILLUMINA

NET-A-PORTER GROUP

IMEC

NETGEAR

INFINERA

NETSCOUT SYSTEMS

INMARSAT GLOBAL LTD

NEUSTAR

INTEGRATED DEVICE TECHNOLOGY

NU SKIN ENTERPRISES

INTELSAT

NUANCE COMMUNICATIONS

INTERDIGITAL

NUVASIVE

INTUITIVE SURGICAL

OLYMPUS CORPORATION OF THE AMERICAS

IPG PHOTONICS

OMNICELL

IROBOT

OPEN TEXT

ISO

OPERA SOFTWARE ASA

ITG

OSI SYSTEMS

ITRON

OSRAM OPTO SEMICONDUCTORS GMBH

JACK HENRY AND ASSOCIATES

PACIFIC NORTHWEST NATIONAL LABORATORY

JOHN WILEY & SONS

PADDY POWER BETFAIR

KEYSIGHT TECHNOLOGIES

PALO ALTO NETWORKS

KINDRED

PANASONIC AVIONICS

KLA-TENCOR

PANDORA MEDIA

KNOWLES

PEGASYSTEMS

KULICKE AND SOFFA

PERKIN ELMER

LAIRD TECHNOLOGIES

PLANTRONICS

LENDING CLUB

PLEXUS

LITTELFUSE

PTC—PARAMETRIC TECHNOLOGY

LIVA NOVA

PURE STORAGE

LOGITECH

QSI NEXTGEN

LUMENTUM

QUANTUM

M/A-COM TECHNOLOGY SOLUTIONS

RADIAN

M1 LIMITED

RANK GROUP

MACRONIX INTERNATIONAL CO LTD

REALPAGE

MANHATTAN ASSOCIATES

RED HAT

MANTECH INTERNATIONAL

REDBOX

MARKETAXESS

REGIONAL HEALTH

MARKIT

RESMED

MARVELL SEMICONDUCTOR

ROGERS

MASIMO

RUSSELL INVESTMENTS

MATSON NAVIGATION COMPANY

S & C ELECTRIC COMPANY

MAXIM INTEGRATED PRODUCTS

SCIENTIFIC GAMES CORPORATION

MEGGITT-USA

SEATTLE CHILDRENS

SEI

TOM TOM

SELECT COMFORT

TRANSUNION LLC

SEMTECH

TRIMBLE NAVIGATION

SERVICENOW

TRIPADVISOR

SES

TSYS

SHUTTERFLY

TTM TECHNOLOGIES

SIERRA WIRELESS

TWITTER

SILICON LABORATORIES

TYLER TECHNOLOGIES

SINGAPORE EXCHANGE

ULTRA CLEAN TECHNOLOGY

SMITHS MEDICAL

UNC HEALTHCARE

SOFTWARE AG

UNIVERSITY OF PHOENIX

SOLARWORLD AMERICAS

VAREX IMAGING

SPLUNK

VERIFONE

SQUARE

VERINT SYSTEMS

STERIS

VERISIGN

SUNPOWER

VIASAT

SUPER MICRO COMPUTER

VIAVI SOLUTIONS

SVB FINANCIAL GROUP

VIRGIN AMERICA

SYNAPTICS

VIRTUSA—INDIA

SYNOPSYS

VONAGE

TABLEAU SOFTWARE

WATERS

TAKE-TWO INTERACTIVE SOFTWARE

WEST

TATA COMMUNICATIONS AMERICA INC

WEX

TELEFLEX

WORKDAY

TELETECH HOLDINGS

XILINX

TERADATA

YELLOW PAGES DIGITAL MEDIA SOLUTIONS

TERADYNE

YELP

THE ADVISORY BOARD COMPANY

ZILLOW

THE NEW YORK TIMES

ZULILY

TIVO

ZYNGA GAME NETWORK

NATIONAL INSTRUMENTS CORPORATION

11500 NORTH MOPAC EXPRESSWAY

AUSTIN, TX 78759

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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

☐☐☐

1.Election of Directors
Nominees
01Charles J. Roesslein                02  Duy-Loan T. Le                 03  Gerhard P. Fettweis

The Board of Directors recommends you vote FOR proposals 2 and 3.

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2.

To ratify the appointment of Ernst & Young LLP as National Instruments Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2018.☐☐☐

3.

To approve an advisory (non-binding) proposal concerning our executive compensation program.☐☐☐
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PROXY

NATIONAL INSTRUMENTS CORPORATION
2018 Annual Meeting of Stockholders
May 8, 2018
This proxy is solicited on behalf of the Board of Directors

The undersigned stockholder of NATIONAL INSTRUMENTS CORPORATION, a Delaware corporation (“NI”), hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 29, 2018, and the 2017 Annual Report to Stockholders and hereby appoints James J. Truchard and Jeffrey L. Kodosky, and each of them, proxies and attorneys-in-fact, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2018 Annual Meeting of Stockholders of NATIONAL INSTRUMENTS CORPORATION to be held on May 8, 2018 at 9:00 a.m. local time, at the principal executive offices of NI at 11500 North Mopac Expressway, Building C, Austin Texas 78759, and at any adjournments thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF EACH OF CHARLES J. ROESSLEIN, DUY-LOAN T. LE AND GERHARD P. FETTWEIS TO THE BOARD OF DIRECTORS; “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS NI’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018; “FOR” THE APPROVAL OF NI’s EXECUTIVE COMPENSATION PROGRAM; AND AS SAID PROXIES DEEM ADVISABLE, ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
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