Andrea J. Goldsmith
INTELAbout Andrea J. Goldsmith
Andrea J. Goldsmith is an independent director at Intel, serving since 2021. She is Dean of Engineering and Applied Science and Arthur LeGrand Doty Professor at Princeton University, age 60, and is recognized for foundational work in wireless communications and advocacy for STEM access . Her background spans academia and entrepreneurship, with technical depth directly relevant to Intel’s data-centric strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Princeton University | Dean of Engineering & Applied Science; Arthur LeGrand Doty Professor | 2020–Present | Human capital leadership; deep technical oversight |
| Stanford University | Stephen Harris Professor of Engineering | 2012–2020 | Research in wireless systems, IoT, smart grid, and signal processing applications |
| Plume WiFi (Accelera, Inc.) | Co-Founder & Chief Technology Officer | 2010–2014 | Emerging tech and business development experience |
| Quantenna Communications | Co-Founder & Chief Technology Officer | 2005–2009 | Semiconductor and wireless chipset development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medtronic plc | Director | Not disclosed | Public company board service |
| Crown Castle Inc. | Director | Not disclosed | Public company board service |
| U.S. President’s Council of Advisors on Science and Technology | Member | 2021–Present | Government/policy experience |
| IEEE | Fellow | Not disclosed | Technical and industry recognition |
Board Governance
- Committee assignments: Audit & Finance Committee (member) and Corporate Governance & Nominating Committee (member) . Audit Committee held 12 meetings in 2024; Governance held 5; Board met 15 times .
- Independence: Intel determined 10 of 11 nominees are independent under Nasdaq rules; Audit Committee members meet heightened SEC/Nasdaq independence requirements .
- Attendance: Each director attended at least 75% of meetings on which they served; weighted average attendance was 95% across Board and committees in 2024 .
- Engagement: Governance Committee oversees stockholder engagement; fall 2024 outreach covered ~50% institutional ownership in meetings, with directors actively participating .
- Committee refresh: Andrea Goldsmith joined the Governance Committee in February 2025, reflecting active board refreshment and oversight focus .
Fixed Compensation
| Component | Policy/Amount | 2024 Change |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | +$10,000 vs 2023 |
| Audit Committee – Member retainer | $20,000 | +$5,000 vs 2023 |
| Governance Committee – Member retainer | $5,000 | +$5,000 vs 2023 |
| RSUs in Lieu of Cash (optional) | 100% of cash may be taken as RSUs; generally one-year vest | No structural change |
| Deferred Compensation Program (cash/equity) | Cash can be deferred with Intel stock-equivalent returns; equity deferral until termination; no dividends on deferred vested awards | No structural change |
| Andrea J. Goldsmith – FY2024 Director Compensation | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 116,300 | Deferred until retirement from the Board |
| Stock Awards (RSUs fair value) | 218,100 | Annual grant; accounting assumptions disclosed |
| All Other Compensation | — | — |
| Total | 334,400 | — |
Performance Compensation
| Equity Component | Grant/Structure | Vesting/Terms |
|---|---|---|
| Annual RSU grant | Target ~$250,000 value; e.g., 7,403 RSUs granted May 8, 2024 | Generally vests at one year; unvested RSUs payable at retirement if age 75 (or 72 for grants before May 2022) or ≥7 years board service; no dividend equivalents |
| RSUs in Lieu of Cash | Optional election to receive 100% of cash in RSUs | One-year vest; aligns to annual service |
| Performance Metrics (Director Pay) | None disclosed | Director equity is time-based, not performance-conditioned |
Other Directorships & Interlocks
- Public boards: Medtronic; Crown Castle .
- Interlocks/conflicts: Board independence review considered transactions since 2022 and found no relationships that impair independence; related-party transactions over $120,000 require Audit Committee review/approval . No Intel-disclosed related-party transactions involve Dr. Goldsmith .
Expertise & Qualifications
- Technical and industry expertise: Wireless communications pioneer; semiconductor/data-centric relevance .
- Emerging tech/business models; entrepreneurship: Co-founded Plume WiFi and Quantenna .
- Government/regulatory/policy: PCAST member; policy experience recognized in skills matrix .
- Human capital and leadership: Dean of Princeton Engineering; Board skills matrix highlights human capital experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Andrea J. Goldsmith | 22,176 | <1% |
| Outstanding Equity Awards (as of FY-end 2024) | Count | Market Value ($) |
|---|---|---|
| RSUs/Deferred Awards (Intel classification) | 7,403 | 150,300 |
- Stock ownership guidelines: ≥5x annual cash retainer within five years; as of December 28, 2024, all non-employee directors met the guidelines or still had time to do so .
- Hedging/pledging: Prohibited for executives and directors .
Insider Trades (Form 4) – Current Alignment Signals
Note: “Phantom Stock Units” reflect director deferrals and board programs; quantities and ownership reflect Form 4 reports (more current than proxy tables). Entries above are representative; additional records from 2023–2025 exist in the SEC archive links.
Governance Assessment
- Board effectiveness: Goldsmith’s dual committee service (Audit & Finance; Governance & Nominating) supports financial oversight and governance quality, with Audit members meeting heightened independence standards . Board/committee cadence was robust in 2024 (15 Board; 12 Audit; 5 Governance), and directors averaged 95% attendance, mitigating engagement concerns .
- Independence and conflicts: Intel’s independence review (covering transactions since 2022) found no relationships that impair director independence; no related-party transactions involve Goldsmith, and hedging/pledging is prohibited for directors .
- Ownership alignment: Beneficial ownership of 22,176 shares, outstanding RSUs, and compliance with ≥5x cash retainer guidelines underpin alignment; recent RSU grants/vestings show ongoing equity exposure and Form 4 records (see table above).
- Time/commitment: She holds two external public directorships while serving as Princeton’s engineering dean; Intel’s Governance Committee evaluated director capacity and affirmed nominees’ ability to serve effectively, with formal board limits and attendance expectations in place . No overboarding exception noted for Goldsmith (limits are ≤4 public boards; ≤3 audit committees) .
Strong signals: technical credibility in wireless/semiconductor domains ; active governance roles ; independence assurance and attendance discipline ; equity-based pay mix with deferral programs and ownership guidelines . No disclosed red flags (e.g., related-party exposure, low attendance, option repricing, hedging/pledging) specific to Goldsmith .