NI CITIZENSHIP REPORT

Company Profile

Governance

National Instruments is committed to upholding solid principles of corporate governance. The company has outlined the guidelines and charters that govern NI board committees, as well as its employees, to ensure NI remains accountable to its shareholders.

NI believes that a significant portion of its executives' total compensation should be directly linked to achieving specified financial objectives that NI thinks will create stockholder value. Under an annual incentive cash bonus program, executives receive payments based on the achievement of NI business goals approved by the NI board. In addition, all regular full-time and part-time employees, including executives, participate in a company performance bonus program. For employees to receive the maximum payout under this program, NI must achieve predetermined goals for revenue growth and profitability. NI also uses stock-based equity compensation to incentivize a large number of its regular, full-time, and exempt employees, including executives. Refer to the Executive Compensation section of the Proxy Statement for more information about the NI approach toward compensation, as well as specific business goals under the annual incentive program.