Texas Instruments CEO Brian Crutcher resigns for violating code of conduct | Hacker News Reader

Texas Instruments CEO Brian Crutcher resigns for violating code of conduct

cnbc.com

89 pointsCommieBobDole47 comments

There is very little information given, to save a click through:

The CEO was (presumably forced to) resign for violation of the company's personal code of conduct policies but it's not being released what the violation was.

>Texas Instruments said Tuesday that CEO Brian Crutcher resigned for violating the company's code of conduct related to personal behavior... TI did not specify exactly what Crutcher did that violated company policies. He had been at the company for more than two decades before assuming the role of CEO.

Given that the press release does not contain any "We thank Mr. Crutcher for ...", it seems plausible to assume that the resignation was not his idea.

I don't remember where I first heard it, but I've always remembered the adage that if someone personally announces their resignation, it was likely their idea. If the company announces their resignation, they were likely forced out.

TI Code of Conduct: http://www.ti.com/corp/docs/company/ti-code-of-conduct.pdf

- Signed in 2015 by then-CEO, president, and chairman, Rich Templeton. Rich had named Brian Crutcher as his CEO successor on June 1st, and today has permanently resumed CEO responsibilities.

Their CEO isn't exempt from the ethics policy: Violations of the code may be punishable by reprimand or termination, and in some cases, are criminal offenses. No provision of this code may be waived for any director, officer or employee.

Not seeing fraternization listed, only lawbreaking, bribery, export controls, conflict of interest, etc.

From another article[0], Brian has only been CEO for 47 days, since June 1st.

TI said that Crutcher resigned because of violations of the company’s code of conduct related to personal behavior “that are not consisent with our ethics and core values, but not related to company strategy, operations, and financial reporting.” [0]

[0] https://dallasinnovates.com/rich-templeton-takes-command-aga...

> Violations of the code may be punishable by reprimand or termination, and in some cases, are criminal offenses. No provision of this code may be waived for any director, officer or employee.

That's helpful, but whoever created the code can change it.

That’s true, but changing it is different from being exempt from it. Changing it requires disclosure of the changes ahead of time.

The rulemakers can make any internal rules they want, including retroactive exemption. However, they are subject to external rules, including law and regulations, and I imagine that the current rules would give a lot of ammo to anyone who wanted to sue TI even if the rules were retroactively changed: The company might have a hard time convincing a judge that conduct that they thought was harmful in February is suddenly ok in May.

> Changing it requires disclosure of the changes ahead of time

Why must they disclose changes ahead of time? Why couldn't they say 10 minutes from now, 'the former policy is now void'?

I don’t think that’s true. If a board member tries to change the rules after violating them, shareholders can use the courts to force a board takeover vote.

If the shareholders are ok with the retroactive change then it’s not really board power at play it’s owner power.

If your point is that the owners are ultimately in control then, not to be rude but, duh.

“Larry, please explain to us the purpose of the Permissable Groping section again”

I'm probably imagining things, but this sounds mostly like internal politics. Why would a CEO hand over the reins and then less than 2 months later return indefinitely? The succession was announced in January and was apparently part of a "well planned" transition to move Brian Crutcher to the CEO position. I couldn't find a quote from Rich Templeton on the move, which seems strange for a "well planned" transition.

My guess: The two have been exercising "pointy elbows" for a while now and this is the fallout. But like, I said, it's pure speculation...

I mean, strictly speaking, you are clearly just imagining things; no information has been released about the nature of the violation.

Except that it was a violation of their code of conduct. They could have left that part out and just said "he resigned"

That... or the CEO violated the code of conduct and was fired for it.

Former TIer here. Crutcher's been on the fast track to CEO for 5+ years and was rising very rapidly before that. That wouldn't have happened if Templeton didn't like him.

I'm more surprised that Templeton is back in charge. He's got to have serious egg on his face now that his hand-picked successor has been fired immediately after taking over the job.

The antiharassment section could prohibit fraternization. It's pretty vague and points the reader to a separate Q&A document, which I suppose provides more detail on what constitutes harassment.

Given his position as CEO, there aren't any employees he could "fraternize" with, if "fraternizing" implies no hierarchical reporting relationship. I think in this context that is the significance of the word, which like "fraternal" is connected to the concept of brotherhood and connotes at least nominal equality between the participants.

I believe "fraternization" is being used as a euphemism for some kind of romantic or sexual relationship.

This coming not even one month after the CEO of Intel, Brian Krzanich, resigned after violating that company's code of conduct by having an undisclosed relationship with an employee. Similar to Brian Crutcher at TI, he too had been at the company for more than 20 years and worked his way up to CEO.

https://www.nytimes.com/2018/06/21/technology/intel-ceo-resi...

CEO of Intel, Brian Krzanich sold $24M of his Intel shares when he heard about Spectre, but before Intel made it public to stockholders.

The Intel "inside" was Insider Trading.

I was under the impression this was a "regular" scheduled sale and had been planed months before anyone knew anything about Spectre.

When execs sell stock it's done according to a schedule done in advance. In this case, after learning of these vulnerabilities he changed his plan to be that he would sell a huge chunk of shares in a month (but still well before the public knew). So technically complied and very hard to prove insider trading, but come on. As CEO he's required to hold a certain number of shares and he sold everything except what he was required to maintain.

I'm not usually that guy asking for sources - but I was under the impression that was a lower level executive who did that, not the CEO. As far as I know the CEO has been cleared by the SEC?

I spent 2 whole minutes googling, but all the articles for "Intel CEO insider trading" come up from January and are simple speculation. Since the Raj Rajaratnam verdict already came down[0], I'd assume by now the CEO would have been at least indicted.

[0] https://www.mercurynews.com/2012/09/24/former-intel-exec-avo...

Here are the Form 4s - the 12/1/17 sale must be the one in question. It looks like he exercised a bunch of options at that time. Regardless, it doesn't look like he benefitted from it.

https://www.secform4.com/insider-trading/1538580.htm

Why don't companies just say what the code of conduct violation is? Just leaving it nebulous like that means that of course people will speculate and pry, and the truth always eventually comes out.

Is there some legal reason they aren't giving more details?

Why in your opinion should they release it?

I'll give you one instead of grand parent: to protect the company.

If you fire your CEO over an inappropriate relationship with an employee, the company may come out looking strong and principled.

If you fire your CEO over fraud, your company will look dubious at best and you can see your stock tumble.

An example of specifics provided for this EXACT reason: Priceline Group (more Bookings Holdings) being fired over a relationship in 2016. The stock didn't budge.

NB: To be clear, Booking Holdings actually IS really principled about holding execs accountable to the code of conduct. It's something that I always appreciated a great deal when I worked there.

Companies often refuse to discuss details of an employee's departure. It may also be that he agreed to resign in lieu of been fired, in exchange for a confidentially agreement.

> Why don't companies just say what the code of conduct violation is?

Privacy? Maybe the CEO is an exception, but why would they? They made clear what it is not about. Say it's something that a few people might despise, why make this public. You only damage the person further.

Making something like this public about employees (not sure if there's an exception above some level) within Netherlands (GDPR and the law that came before it). And making public is wide; it includes an internal email. Source: HR explained a few things about GDPR and how it does some things were in place (and required) for quite some time.

> Is there some legal reason they aren't giving more details?

Company fires CEO Bob because they claim he had an affair with a dozen employees and publishes it. CEO Bob immediately sues the company for defamation. Company fails to meet legal standard to show said affair happened.

1. CEO Bob now claims (to the public) he was fired wrongfully

2. Company looks terrible and also loses a bunch of money

The company isn't required to meet a legal threshold to fire a CEO for an abuse of conduct, but by publishing details, they might open themselves for a lawsuit related not to the firing, but the actual publication of details.

Sometimes you'll see cases where the person being terminated makes the admission - since it's pretty difficult to sue yourself over defamation, that changes the equation a bit. So if CEO Bob loudly declares on twitter that he had an affair with a dozen employees at once, then the company is free to basically restate his own comment.

I'm actually pretty enthusiastic about this; Templeton resided over the golden era of TI, and now he's back in the role of CEO.

Interesting that they don't intend his tenure to be temporary.

Presumably the board hopes he identifies/designates the successor to pursue a new golden age for TI.

The dream of a durable, programmable graphing calculator with a high-resolution AMOLED display with solid graphics processing, touch screen as pointing device, and hard QWERTY keyboard with no other major frills (no network interfaces, no android, no app stores or apps, thus facillitating a subversive, loyal ROM underground scene), for less than $50 USD may yet come true.

It wouldn’t be RPN so it might as well not exist.

As long as it runs on a Z80 I’m on board.

Can we at least acknowledge that charging $150 for a calculator is no longer in line with "golden age" and more with "because we can"? In terms of their chips, TI is fantastic. But the part of them that every kid and student sees can do with a fixin' uppin'

You can get equivalent and superior calculating software for free. What do you want TI to fix up?

The $150 you pay for a College Board certified calculator goes entirely towards the ability to use it on a College Board test without being considered a cheater.

If you want to lower that cost, there's always the self-service approach -- produce $50 Android phones with calculator software preinstalled and the phone and wifi connectivity ripped out. Then get the College Board to certify your calculator. You can have TI's market share, if you can get the certification.

Are Casio not an option? They're not cheap, but they're cheaper.

Sounds like NumWorks [0]

[0] https://www.numworks.com/

Except NumWorks is $100.

Their Education division is low single digit percentage points of TI's business. While it almost certainly has huge margins it's up in the air as to whether it's more bullet point on a slide internally.

He wasn't CEO for all of 47 days. Some would call that a long vacation.

Game of Thrones, Texas Instruments Edition.

It's getting ridiculous lately...

Attempting to regulate human behavior has gotten morbidly beyond ridiculous as we see companies shoot themselves in the foot based on these so-called codes of conduct.

Based on all this, and the quote at the end of the article, I fully expect Warren Buffet to submit his resignation due to his support.

In the grown up world, we would take someone aside and say, "Hey, don't do that."

We have no idea what he did, of course, but generally these firings aren't for minor issues. If anything, companies tend to be a bit too willing to overlook the rules for C-level employees.

A company can reasonably expect their CEO to behave themselves; if not, firing them is reasonable.

Can you give an example of a morbidly-beyond-ridiculous firing?

Reply on news.ycombinator.com