Board Meetings and Committees
The Board held a total of twelve meetings during 2022. The Board has
a standing Audit Committee, Compensation Committee, and Nomination & Governance Committee.
During 2022, all directors attended 100% of the meetings of the Board
and committees of the Board on which they served, except for Mr. Griffin and Ms. Le, who each missed one meeting. NI encourages, but does not require, its Board members to attend NI’s annual meeting of stockholders. In 2022, all of our
directors attended our virtual annual stockholder meeting, other than Mr. Griffin and Ms. Delly.
Board Leadership Structure and Risk
In September 2018, the Board appointed Mr. McGrath, an independent
member of the Board, as Chair of the Board. In such role, Mr. McGrath is responsible for coordinating the activities of the Board, chairing all meetings of the Board, developing agendas for such meetings, building a productive relationship
between the Board and our President and Chief Executive Officer (“CEO”), and assisting the Board in fulfilling its oversight responsibilities of 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, 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 our executive officers and other employees.
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, we also require all employees to take annual security awareness training which includes training on information security.
Communications to the Board of Directors
Stockholders may communicate with any member or members of the Board
by mail addressed to the Chair, any other individual member or members of the Board, to the full Board, or to a particular committee of the Board. In each case, such correspondence should be sent to the following address: 11500 North Mopac
Expressway, Building C, Austin, Texas 78759, Attention: Corporate Secretary. Correspondence received that is addressed to the members of the Board will be reviewed by our 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.
The Audit Committee, which currently consists of directors Gayla J.
Delly (Chair), James E. Cashman, III, Gerhard P. Fettweis, and Michael E. McGrath, met five times during 2022. The Audit Committee appoints, compensates, retains, and oversees the engagement of our independent registered public accounting firm,
reviews with such independent registered public accounting firm the plan, scope, and results of their examination of our consolidated financial statements and reviews the independence of such independent registered public accounting firm. The
Audit Committee maintains free and open communication with our independent registered public accounting firm and the internal audit department, overseeing the internal audit function and our management team. The Audit Committee inquires about
any significant financial risks exposures and assesses the steps management has taken to minimize such exposures to NI, including the adequacy of insurance coverage and the strategy for management of foreign