Barbara G. Novick
Director at INTC
Board
About Barbara G. Novick
Barbara G. Novick (age 64) has served on Intel’s Board since 2022 and currently chairs the Corporate Governance and Nominating Committee; she is classified as an independent director under Nasdaq rules. Novick co-founded BlackRock and held senior leadership roles spanning global account management, public policy, investment stewardship, and remains a Senior Advisor, giving her deep investor perspective and governance expertise valuable to Intel’s transformation. She was actively involved in CEO search and strategy oversight through special committees in 2024–2025 and participated in stockholder engagement alongside the Board Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock Inc. | Senior Advisor | 2021–Present | Continued investor and governance perspective to boards and issuers |
| BlackRock Inc. | Head, Global Investment Stewardship | 2018–2020 | Led stewardship; insight into governance and engagement practices |
| BlackRock Inc. | Founder & Head, Global Government Relations & Public Policy | 2009–2021 | Established and led public policy; voice for investors |
| BlackRock Inc. | Head, Global Account Management Group | 1988–2009 | Built and led global client coverage (all segments) |
| BlackRock Inc. | Co‑Founder and Vice Chairman | 1988–2021 | Co‑founded the largest global asset manager; senior leadership and human capital experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barron’s | 100 Most Influential Women in U.S. Finance | 2020 | Recognition for industry leadership |
| Fixed Income Analysts Society | Hall of Fame | Inductee | Professional recognition |
| Public company boards | None | — | No current public company directorships (reduces overboarding risk) |
Board Governance
- Committee assignments: Governance & Nominating Committee Chair (5 meetings in 2024); ceased Audit Committee membership in Feb 2025 (Audit held 12 meetings in 2024); Compensation Committee held 6 meetings in 2024.
- Special committees: Member, Ad Hoc Committee (6 meetings in 2024) assessing strategic positioning/CHIPS Act agreement; Member, CEO Search Committee (4 meetings in 2024; 10 meetings in 2025), recommending Lip‑Bu Tan as CEO.
- Independence & attendance: Board determined 10 of 11 nominees are independent; each director attended at least 75% of meetings; weighted average director attendance 95% across 15 Board and 40 committee meetings in 2024.
- Years of service: Director since 2022; current Governance Chair since September 2024.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (policy) | $100,000 | Increased from $90,000 in 2024 |
| Governance Committee Chair retainer (policy) | $35,000 | Increased from $20,000 in 2024 |
| Committee member retainer (Governance, policy) | $5,000 | Introduced in 2024 |
| Annual equity award (policy target) | $250,000 | RSUs; majority of director pay in equity |
| RSUs in lieu of cash (election) | 100% of cash may be taken in RSUs | Vest ~1 year from grant; present value discount for dividends not paid pre‑vesting |
| 2024 actual – Fees Earned or Paid in Cash (Novick) | $0 | Elected RSUs in lieu of cash |
| 2024 actual – Stock Awards (Novick) | $324,900 | Includes annual RSUs and RSUs in lieu of cash |
| 2024 actual – All Other Compensation (Novick) | $5,000 | Intel Foundation matching gifts |
| 2024 actual – Total (Novick) | $329,900 | Sum of components above |
| RSUs in lieu of 2024 cash (Novick) | 3,628 RSUs | Granted May 8, 2024; ASC 718 assumptions disclosed |
| Annual RSU grant (all directors) | 7,403 RSUs | Granted May 8, 2024; ASC 718 assumptions disclosed |
Performance Compensation
| Item | Metrics / Terms | Notes |
|---|---|---|
| Director equity (RSUs) | Time‑based; no performance metrics disclosed | Annual grant vests ~1 year; unvested RSUs payable upon retirement at age 75 (or 72 for awards before May 2022) or ≥7 years of Board service; no dividend equivalents on unvested RSUs |
| Ownership guidelines | ≥5x annual cash retainer within five years | As of Dec 28, 2024, all non‑employee directors met or still had time to comply |
| Clawbacks/hedging/pledging | Hedging/pledging prohibited; clawbacks robust across incentive plans | Program features disclosed in Compensation Highlights (applies enterprise‑wide) |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict | Board Assessment |
|---|---|---|---|
| BlackRock, Inc. | Senior Advisor | BlackRock is a 7.82% beneficial owner of Intel common stock | Board reviewed director relationships and transactions since 2022 and determined no relationships impair independence; only related‑person transaction disclosed involved a non‑director employee related to Intel Products CEO |
Expertise & Qualifications
- Investor stewardship and engagement: Led BlackRock’s Global Investment Stewardship; strong governance and shareholder engagement acumen relevant to Intel’s transformation and board effectiveness.
- Public policy and regulatory: Founded and led BlackRock’s global government relations/public policy group; direct relevance to CHIPS Act, geopolitical and regulatory oversight responsibilities.
- Global client, sales, and human capital leadership: Built and ran global account management; extensive human capital and leadership experience.
- Recognitions: Barron’s 100 Most Influential Women in U.S. Finance; Fixed Income Analysts Society Hall of Fame.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 24,624 | Includes RSUs vesting within 60 days and vested but deferred RSUs |
| Ownership % of shares outstanding | <1% | As reported (asterisk indicates less than 1%) |
| RSUs that will vest within 60 days | 11,031 | Included in beneficial ownership table |
| Vested but deferred RSUs | 10,419 | Also listed under Outstanding Equity Awards narrative |
| Outstanding equity awards (#) | 21,450 | As of Dec 28, 2024 |
| Market value of outstanding equity awards ($) | $435,400 | As of fiscal year‑end closing price |
| Pledging or hedging | Prohibited for directors | Policy disclosed in Compensation Highlights |
Governance Assessment
- Board effectiveness: Novick’s governance, investor stewardship, and policy background align with Intel’s current needs; active leadership as Governance Chair and participation on Ad Hoc and CEO Search Committees signal strong engagement and board oversight during strategic transition.
- Independence and conflicts: Despite affiliation with a significant shareholder (BlackRock), the Board determined no impairing relationships; no related‑party transactions tied to Novick disclosed. This mitigates conflict risk while enhancing investor perspective.
- Attendance and engagement: The Board maintained 95% weighted average attendance, with each director ≥75%; Novick was frequently involved in off‑season engagement with investors alongside the Board Chair, reinforcing transparency and accountability.
- Compensation alignment: Majority equity mix; RSUs in lieu of cash election increases ownership alignment. Governance Chair retainer increase reflects workload in transformation period; ownership guidelines at ≥5x retainer support skin‑in‑the‑game. No director options or performance‑metric equity, consistent with market practice.
- RED FLAGS: None disclosed specific to Novick (no hedging/pledging, no related‑party transactions, independence affirmed). Potential appearance of conflict due to BlackRock affiliation is moderated by Board independence review and absence of material related‑person dealings.