Frank D. Yeary
INTELAbout Frank D. Yeary
Frank D. Yeary (age 61) is Intel’s Independent Board Chair, serving on the Board since 2009. He is Principal at Darwin Capital Advisors and brings deep investment banking, global M&A, and governance expertise from senior roles including Global Head of M&A at Citigroup, Co‑founder/Executive Chairman of governance advisory firm CamberView Partners, and Vice Chancellor at UC Berkeley. In December 2024 he was appointed Interim Executive Chair during Intel’s CEO transition, returning to Independent Chair in March 2025 after the new CEO’s appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Investment Banking | Managing Director; Global Head of M&A; Management Committee Member | 2003–2008 (Global Head of M&A); 2001–2008 (Management Committee); prior 1990–1998 | Led global M&A advisory; extensive financial strategy and transaction experience |
| University of California, Berkeley | Vice Chancellor | 2008–2012 | Led changes to financial and operating strategy at a large public research university |
| CamberView Partners (corporate governance advisory) | Co‑founder and Executive Chairman | 2012–2018 | Board best practices and shareholder engagement advisory leadership |
| Darwin Capital Advisors | Principal | 2012–Present | Private investment; board member for venture-stage companies |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| PayPal Holdings, Inc. | Director | Not disclosed | Current public company board service |
| Mobileye Global Inc. (Intel subsidiary) | Director | Not disclosed | Intel subsidiary board; direct strategic linkage |
Board Governance
- Role and leadership: Independent Board Chair (returned to independent status in March 2025 after serving as Interim Executive Chair from Dec 2024 to Mar 2025); presides over executive sessions and shareholder meetings; collaborates on board agendas, evaluations, and CEO performance oversight.
- Committee work: Former Chair of the now‑disbanded M&A Committee (disbanded Feb 2025). Chaired the Board’s Ad Hoc Committee (strategic positioning, CHIPS Act review) and the CEO Search Committee that recommended appointing Lip‑Bu Tan as CEO in March 2025. As of early 2025 he is not listed as a standing committee member.
- Independence: The Board determined 10 of 11 nominees are independent; Yeary was not independent during his Interim Executive Chair period but is otherwise independent. No family relationships among directors/executives.
- Meetings and attendance: 15 Board meetings in 2024; standing committees met 12 (Audit), 6 (Compensation), 5 (Governance) times; each director attended at least 75% of meetings during their service; weighted average director attendance was 95%.
- Shareholder engagement: Fall 2024 engagement was Board‑led, with the Board Chair personally leading nearly all meetings; topics included AI strategy, foundry separation, board composition, and compensation design.
Fixed Compensation
- Policy framework: Non‑employee director compensation comprises cash and equity, generally targeting peer median; in 2024 retainer levels were increased given workload and time demands. Ownership guideline: ≥5x annual cash retainer within 5 years; as of Dec 28, 2024 all met or had time.
- 2024 fee schedule (non‑employee directors):
- Annual cash retainer: $100,000 (from $90,000 in 2023)
- Annual equity award (RSUs): $250,000 (from $220,000 in 2023)
- Additional cash retainer for Board Chair: $175,000 (no change)
- Committee retainers: Audit Chair $45,000 / Member $20,000; Comp Chair $40,000 / Member $15,000; Governance Chair $35,000 / Member $5,000; M&A Chair $20,000 (when active)
Frank D. Yeary – 2024 Director Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $296,300 | Deferred until retirement per election |
| Stock Awards (RSUs) | $218,100 | Annual grant; accounting fair value |
| Total | $514,400 | Sum of cash and stock awards |
Additional 2025 award for Interim Executive Chair service:
- One‑time RSUs with target value $700,000, vesting immediately upon grant in May 2025 (to be reflected in 2025 Director Compensation table).
Performance Compensation
- Director equity is time-based RSUs (no performance metrics). Annual grant intended to align with service from election to next annual meeting; RSUs do not accrue dividend equivalents and are payable upon retirement if age 75 (or 72 for pre‑May 2022 grants) or ≥7 years board service.
- 2024 annual grant mechanics (all directors): 7,403 RSUs granted May 8, 2024; grant-date fair value computed under ASC 718 with 5.25% risk-free rate and 1.67% dividend yield; vest at earlier of 1‑year or 2025 annual meeting.
- RSUs in lieu of cash: Available only for directors who elect 100% of cash fees in RSUs; Yeary deferred cash (to phantom units), not RSUs-in-lieu in 2024.
- Clawbacks/hedging: Company has clawback policies for incentive compensation and prohibits hedging/pledging by executives and directors.
Other Directorships & Interlocks
| Company | Relationship to INTC | Role/Notes |
|---|---|---|
| Mobileye Global Inc. | Intel subsidiary | Director; creates direct strategic linkage but within Intel’s corporate family |
| PayPal Holdings, Inc. | Independent public company | Director; no disclosed related‑party transactions between Intel and PayPal |
Expertise & Qualifications
- Financial strategy and global M&A (former Global Head of M&A, Citigroup); governance and shareholder engagement (CamberView co‑founder/Executive Chair); senior leadership and operational oversight (UC Berkeley Vice Chancellor, investment principal).
- Board‑level skills highlighted by Intel: Business development/M&A; financial expertise; senior leadership; public company board experience.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (INTC common) | 99,217 shares | As of Mar 19, 2025; includes RSUs vesting within 60 days; less than 1% of outstanding shares |
| RSUs vesting within 60 days | 14,806 shares | Included in beneficial ownership |
| Vested but deferred RSUs | 25,603 units | Reported as outstanding equity awards |
| Shared voting/investment power (trusts) | 47,998 shares | Shares held via trusts attributed to Yeary |
| Ownership guideline status | In compliance or within time window | All non‑employee directors met or had time to meet ≥5x cash retainer guideline as of 12/28/24 |
| Hedging/pledging | Prohibited | Company policy for executives and directors |
Insider transactions (Form 4)
| Date | Security/Type | Action | Amount/Price | Post‑txn holdings/Notes |
|---|---|---|---|---|
| 09/27/2024 | Phantom Stock Units | Acquisition | 1,779.495 units; price N/A | Payable in cash after board service termination; includes 185.029 units via dividend reinvestment |
| 12/27/2024 | Phantom Stock Units | Acquisition | 3,694.581 units at $20.30 | Phantom units payable in cash post‑service |
| 05/07/2025 | RSUs | Grants (A): 12,552; 14,059 | Vest at earlier of 1‑yr or 2026 annual meeting (for two tranches) | Director equity awards |
| 05/07/2025 | RSUs | Immediate vest (M): 35,146 RSUs → common | Immediate vesting; converted to common stock | Related to service; also one‑time $700k RSUs vesting in May 2025 per proxy |
| 05/07/2025 | Common Stock | Holdings detail | Direct: 35,956; Indirect: 47,998 (Sea Turtle Revocable Trust), 10,000 (Orsus Trust) | As reported on Form 4 |
Governance Assessment
-
Strengths
- Independent Board Chair with deep M&A and governance background; personally led extensive shareholder outreach in Fall 2024—signals proactive oversight and accountability.
- Demonstrated board agility via special committees (Ad Hoc; CEO Search) during strategic and leadership transitions; Yeary chaired both, culminating in timely CEO appointment.
- Robust governance architecture: majority‑independent board, frequent executive sessions, comprehensive risk oversight, and strong attendance (95% weighted average).
- Director ownership alignment: material equity holdings, deferred RSUs, and firm ownership guidelines; hedging/pledging prohibited.
-
Watch‑items / potential red flags
- Temporary non‑independence while serving as Interim Executive Chair (Dec 2024–Mar 2025); independence restored thereafter.
- One‑time $700,000 RSU for Interim Executive Chair duties vests immediately in May 2025—appropriate for extraordinary responsibilities but worth monitoring for precedent effects on future director pay design.
- Subsidiary interlock (Mobileye board) requires continued vigilance on related governance and strategic oversight, though no related‑party transactions involving Yeary were disclosed.
-
Overall view
- Yeary’s governance pedigree (global M&A, investor engagement, governance advisory) and active leadership through strategy and CEO transition support investor confidence in board effectiveness. The compensation structure for directors is transparent with strengthened retainers reflecting workload; ownership alignment and prohibited hedging/pledging further mitigate agency risk.