Alyssa H. Henry
Director at INTC
Board
About Alyssa H. Henry
Independent director at Intel since 2020 (age 54). Former Square CEO at Block with 25+ years in software engineering, databases, storage, and large-scale cloud services (Amazon AWS; Microsoft), bringing relevant leadership for Intel’s data center/AI transition. She served as Lead Independent Director from December 2024 until March 2025 and is currently a member of the Talent and Compensation Committee and the Corporate Governance and Nominating Committee . The Board has determined she is independent under Nasdaq rules; there are no family relationships among Intel directors/executives and no material relationships affecting independence noted for her .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Block, Inc. (Square) | Square CEO; Square Lead and Block Infrastructure & Information Security Lead; Seller Lead | 2014–2023 (CEO: Feb 2023–Oct 2023 (retired)) | Led product expansion into technology services; brings senior leadership, IT, emerging tech and information security expertise . |
| Amazon | VP, AWS Storage Services; Director of Software Development for Ordering | 2006–2014 | Deep cloud storage and large-scale software experience . |
| Microsoft | Engineering, program management, and product unit management roles (databases/data access) | 1994–2006 | 12 years building database and data access technologies . |
External Roles
| Company | Role | Notes |
|---|---|---|
| Confluent Inc. | Director | Public company board; data infrastructure software . |
| Samsara Inc. | Director | Public company board; connected cloud operations . |
Board Governance
- Current Intel committee assignments: Talent and Compensation (member); Corporate Governance and Nominating (member) .
- Special committees: Member, CEO Search Committee (Dec 2024–Mar 2025); the committee held 4 meetings in 2024 and 10 in 2025 and recommended hiring Lip‑Bu Tan as CEO . Prior member, M&A Committee (disbanded Feb 2025) overseeing evaluation of strategic opportunities (e.g., Altera stake sale, foundry separation) .
- Leadership: Served as Lead Independent Director when the Board Chair acted as Interim Executive Chair; role ended upon CEO appointment in March 2025 .
- Attendance and engagement: In 2024, the Board held 15 meetings and committees held 40 meetings; weighted average director attendance was 95%, and each director attended ≥75% of meetings of the Board/committees on which they served .
- Independence and overboarding: Independent under Nasdaq; Intel guidelines generally limit directors to ≤4 public boards (including Intel); Henry serves on three (Intel, Confluent, Samsara), within limits .
Fixed Compensation (Non‑Employee Director)
- Director pay structure (2024; approved increases): Annual cash retainer $100,000 (from $90,000); annual equity award $250,000 (from $220,000). Committee member retainers: Audit $20,000; Compensation $15,000; Governance $5,000. Committee chair retainers: Audit $45,000; Compensation $40,000; Governance $35,000 .
- Equity mechanics and deferrals:
- Annual RSUs vest at the earlier of one year from grant or next annual meeting; unvested RSUs paid at retirement if age/tenure thresholds met; no dividend equivalents .
- “RSUs in Lieu of Cash” election permits 100% of cash fees to be taken as RSUs, generally vesting one year from grant .
- Non‑employee director ownership guideline: ≥5x annual cash retainer within five years; as of Dec 28, 2024 all directors met the guideline or still had time to comply .
| Alyssa Henry – 2024 Director Compensation | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | — | Elected RSUs in lieu of cash . |
| Stock Awards ($) | 315,100 | Includes annual grant and RSUs in lieu of cash (ASC 718 fair values) . |
| All Other Compensation ($) | — | |
| Total ($) | 315,100 | As reported in 2024 Director Compensation Table . |
| Outstanding Equity Awards at FYE 2024 (#) | 10,697 | Market value $217,100 at FYE 2024 . |
| 2024 Grants (Share Detail) | Shares | Grant Date | Program |
|---|---|---|---|
| Annual Director RSUs | 7,403 | May 8, 2024 | Annual equity award (same for all directors re‑elected) . |
| RSUs in Lieu of Cash | 3,294 | May 8, 2024 | Elected 100% of cash fees as RSUs . |
Performance Compensation
- Non‑employee directors at Intel do not receive annual bonuses or performance‑conditioned equity; compensation is a mix of cash retainers and time‑based RSUs (or RSUs in lieu of cash), with no performance metrics disclosed for directors .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | Confluent; Samsara . |
| Intel “other boards” guideline | ≤4 boards including Intel (≤2 for public company CEOs); Board also evaluates capacity beyond numerical limits . |
| Independence review | Board reviewed ordinary‑course transactions involving director‑affiliated entities since 2022; none were material or independence‑impairing (applies to all directors reviewed) . |
Expertise & Qualifications
- 25+ years in software engineering and development of database and storage technologies; senior leadership at Block, AWS storage, and Microsoft databases—directly relevant to Intel’s data center and AI ambitions .
- Recognized in Board skills matrix for emerging technologies/business models and cybersecurity/information security experience .
Equity Ownership
| Measure | Value | As of | Source |
|---|---|---|---|
| Total beneficial ownership (shares) | 56,660 | March 19, 2025 | Director beneficial ownership table (less than 1%) . |
| RSUs vesting within 60 days (included above) | 10,697 | March 19, 2025 | Footnote (RSUs vesting within 60 days) . |
| Outstanding equity awards at FYE 2024 | 10,697 RSUs ($217,100 MV) | Dec 28, 2024 | Director Compensation Table . |
| Hedging/pledging policy | Prohibited for directors | Policy summary . | |
| Stock ownership guideline | ≥5x annual cash retainer within five years; all directors met or within time | Dec 28, 2024 | Director program . |
Insider transactions (Form 4):
- 2024 activity: Annual award of 7,403 RSUs (A‑Award) on May 8, 2024; RSUs in lieu of cash of 3,294 RSUs on May 8, 2024; multiple RSU settlements to common stock (M‑Exempt) on Jan 30, 2024 and May 7, 2024 with corresponding RSU dispositions (non‑open market) .
- 2025 activity: RSUs in lieu of cash (3,294) and annual director RSUs (7,403) recorded May 6–7, 2025; annual grant of 12,552 RSUs (A‑Award) on May 7, 2025; related RSU settlements (M‑Exempt) .
Note: “M‑Exempt” reflects non‑open‑market RSU settlements into common shares; “A‑Award” reflects RSU grants. Post‑transaction ownership shown as reported in the filing records above.
Governance Assessment
- Strengths
- Meaningful board leadership: Served as Lead Independent Director during CEO transition, a strong signal of independent oversight amid management change .
- High engagement: Membership on both Compensation and Governance committees; active role on CEO Search Committee; prior participation on M&A Committee addressing portfolio structure (foundry separation, stake sales) .
- Alignment with shareholders: Elected RSUs in lieu of cash in 2024 (3,294 RSUs), increasing equity‑based pay mix; maintains ownership under director stock ownership guidelines; hedging/pledging prohibited .
- Independence and conflicts: Board’s annual independence review found only ordinary‑course immaterial transactions for directors; no related‑party issues disclosed for Henry .
- Watch items
- Board load: Serves on two other public company boards (Confluent, Samsara) in addition to Intel; remains within Intel’s limits (≤4) and not a current public‑company CEO; committee workload should continue to be monitored given transformation demands .
- RED FLAGS
- None identified related to related‑party transactions, attendance, hedging/pledging, or pay anomalies; each director attended ≥75% of meetings; average attendance 95% . No director‑specific related‑party transactions disclosed for 2024–2025 .