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Craig H. Barratt

Director at INTELINTEL
Board

About Craig H. Barratt

Craig H. Barratt, Ph.D. (age 63), was appointed to Intel’s Board of Directors as an independent director effective November 10, 2025. He brings three decades of semiconductor and technology leadership, including CEO roles (Atheros; Barefoot Networks), senior operating experience at Qualcomm and Google (led Google Fiber), and prior service as Intel SVP overseeing ethernet, photonics, and networking. He holds B.E. (Electrical Engineering) and B.Sc. (Pure Mathematics & Physics) degrees from the University of Sydney and M.S./Ph.D. in Electrical Engineering from Stanford University .

Past Roles

OrganizationRoleTenureCommittees/Impact
Atheros CommunicationsPresident & CEO (joined as VP Technology in 2002)2003–2011Led IPO (2004) and $3.1B acquisition by Qualcomm (2011)
Qualcomm AtherosPresident2011–2013Led non‑cellular wireless/networking after acquisition
Google/AlphabetSVP, Access & Energy (Google Fiber and related initiatives)2013–2017Ran broadband and energy initiatives (Google Fiber)
Barefoot NetworksPresident & CEO2017–2019Led until Intel acquisition (2019)
Intel CorporationSVP, Ethernet/Photonics/Networking (post‑Barefoot acquisition)2019–2020Led connectivity businesses
ArrayCommEVP/GM; COO; VP Engineering1992–2002Senior roles in wireless software

External Roles

CompanyRoleSinceCommittees/Details
Intuitive Surgical (ISRG)Lead Independent Director (current); Director since 20112011; current LID as of 2025Previously elected Chair in 2020; currently lead independent director
Astera Labs (ALAB)Director (Class II); Audit Committee memberMar 2, 2025Board appointed him to replace an Audit Committee member; Board deemed independent

Board Governance

  • Independence: Intel’s Board determined Dr. Barratt is independent under Nasdaq rules .
  • Committee assignments: Not disclosed at appointment; he will receive standard non‑employee director compensation and indemnification agreement .
  • Engagement/attendance context: Intel held 15 Board meetings and 40 committee meetings in 2024; directors averaged 95% attendance and each attended ≥75% of their meetings (Barratt was not yet on the Board in 2024). Independent directors meet in executive session at each regular Board meeting .
  • Related‑party transactions oversight and independence process: Audit Committee reviews RPTs; Intel reports 10 of 11 nominees independent and no relationships impairing independence (context from 2025 proxy; not specific to Barratt) .

Fixed Compensation

ComponentIntel Non‑Employee Director ProgramNotes
Annual cash retainer$100,000Increased from $90,000 in 2024
Annual equity award (RSUs)$250,000 target valueRSUs time‑based; fair value discounted for foregone dividends
Board Chair additional cash$175,000No change vs. 2023
Committee retainers – AuditChair: $45,000; Member: $20,000Increased vs. 2023
Committee retainers – CompensationChair: $40,000; Member: $15,000Increased vs. 2023
Committee retainers – GovernanceChair: $35,000; Member: $5,000Increased vs. 2023
RSUs in lieu of cashAvailable (100% of cash)Electable; typically 1‑year vest
Deferral programsCash and equity deferral availableCash deferred tracks Intel stock; equity settlement can be deferred

Barratt‑specific appointment terms:

  • Will receive standard annual cash retainer (pro‑rated for first partial year) and, in Q1 2026, a pro‑rated time‑based RSU award valued at approximately $125,000 that vests on the earlier of May 7, 2026 or Intel’s 2026 annual meeting, subject to continued service .

Performance Compensation

Equity TypeTarget ValueVestingPerformance Conditions
Director RSUs (standard annual)$250,000 (pro‑rated for initial grant to ~$125,000 for Barratt)Time‑based; aligns to grant‑to‑next annual meeting cycle; Barratt’s initial RSUs vest by May 7, 2026 (or 2026 AGM)None (no performance metrics for director equity)

Notes:

  • Intel’s director equity is time‑based RSUs; directors do not receive performance‑conditioned equity, bonuses, or options as part of standard director pay .

Other Directorships & Interlocks

CompanySector/OverlapPotential Interlock/Conflict Considerations
Intuitive Surgical (ISRG)Medical devices/robotic surgeryNo Intel‐reported related‑party transactions involving directors since 2024; Barratt deemed independent at Intel .
Astera Labs (ALAB)Semiconductor connectivity for AI/cloudALAB disclosed no Item 404(a) transactions for Barratt upon his appointment; Intel deemed Barratt independent and disclosed only standard director compensation at Intel .

Expertise & Qualifications

  • Semiconductors and networking: Former CEO of Atheros and Barefoot; Intel SVP leading ethernet, photonics, networking; deep wireless/networking semiconductor background .
  • Scaling and transactions: Took Atheros public and through $3.1B sale to Qualcomm; senior roles integrating networking portfolios .
  • Infrastructure/operations: Led Google Fiber and related access/energy programs, adding large‑scale infrastructure execution experience .
  • Governance: Lead independent director at Intuitive Surgical; Audit Committee service at Astera Labs .

Equity Ownership

ItemDetail
Initial beneficial ownership at Intel (Form 3)26,021 shares of common stock, held directly (filed Nov 19, 2025)
Ownership as %Not disclosed in filings specific to Barratt; Intel’s beneficial ownership tables (2025 proxy) did not include Barratt (appointed after proxy) .
Hedging/pledgingIntel policy prohibits directors from hedging or pledging Intel stock; holding in margin accounts is prohibited .
Stock ownership guidelines (directors)≥5x annual cash retainer within five years of joining the Board; includes vested but deferred RSUs (unvested RSUs excluded) .

Insider filings (Section 16):

DateFormHoldings/Notes
Nov 19, 2025Form 3Initial statement: 26,021 common shares held directly

Governance Assessment

  • Strengths:

    • Deep semiconductor and networking operating credentials (Atheros/Barefoot/Intel), complemented by large‑scale infrastructure leadership (Google Fiber), directly relevant to Intel’s technology and foundry strategies .
    • Active public company governance experience (lead independent director at ISRG; Audit Committee at ALAB), supporting board effectiveness, oversight rigor, and financial literacy expectations for committee service .
    • Clear independence determination by Intel; compensation and indemnification consistent with standard non‑employee director practices .
  • Alignment and incentives:

    • Director pay mix is majority equity (time‑based RSUs) with available deferral and RSUs‑in‑lieu‑of‑cash to strengthen alignment; robust no‑hedge/no‑pledge policy enhances investor alignment .
    • Stock ownership guideline of 5x cash retainer (5 years) further supports long‑term alignment; Barratt’s initial Form 3 establishes baseline ownership .
  • Risks/monitoring points:

    • Multi‑board commitments (ISRG, ALAB, Intel) warrant normal monitoring for capacity; Intel’s guidelines cap total public boards and require independence and capacity assessments (Board states it evaluates overboarding and time commitments) .
    • Potential ecosystem overlap with ALAB (semiconductor connectivity) merits routine related‑party screening; current filings disclose no Item 404 related‑party transactions and Intel affirms independence .
  • RED FLAGS: None disclosed. No related‑party transactions, hedging/pledging is prohibited, and director compensation remains within program limits (non‑employee director annual total cap $1.25M under the equity plan) .