Gregory D. Smith
Director at INTC
Board
About Gregory D. Smith
Gregory D. Smith (age 58) is an independent director of Intel, serving since 2017, and is Chair of the Audit & Finance Committee with “audit committee financial expert” designation under SEC rules . He brings deep financial and operating credentials as former CFO and EVP, Enterprise Operations at Boeing, and currently serves on the board of American Airlines Group . Intel’s Board determined 10 of 11 nominees are independent, which includes Mr. Smith; there are no family relationships among directors or executives and no related-party transactions involving him were disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | CFO and EVP, Enterprise Operations | 2020–2021 (retired) | Led finance, strategy, shared services; oversight of Boeing Capital, corporate audit, ESG |
| The Boeing Company | CEO and CFO (interim) | Dec 2019–Jan 2020 | Interim leadership through transition |
| The Boeing Company | CFO and EVP, Corporate Development & Strategy | 2015–2017 | Enterprise performance and strategy; business development exposure (incl. HorizonX VC) |
| The Boeing Company | EVP, CFO | 2012–2015 | Enterprise CFO responsibilities |
| Raytheon Company | VP, Global Investor Relations | 2004–2008 | Capital markets and investor engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Airlines Group, Inc. | Director | Current | Only public company board disclosed for Mr. Smith |
Board Governance
- Committee assignments and leadership:
- Audit & Finance Committee Chair; designated “audit committee financial expert”; the committee held 12 meetings in 2024 .
- Member, Ad Hoc Committee formed Aug 2024 (6 meetings in 2024) to evaluate strategic positioning and recommend CHIPS Act agreement; not a member of the now-disbanded M&A Committee .
- Board structure and engagement:
- Intel’s Board held 15 meetings in 2024; weighted average director attendance across Board and committees was 95%, and each director met at least the 75% attendance threshold .
- Independent leadership structure with an independent Board Chair; standing committees (Audit, Compensation, Governance) composed solely of independent directors and meeting heightened SEC/Nasdaq independence standards .
- Independence and conflicts:
- 10 of 11 nominees are independent under Nasdaq standards; no relationships were found to impair independence after review of transactions since 2022 .
- The only related-person transaction disclosed since the start of 2024 involved an employee who is the sister of the Intel Products CEO; no transactions involving Mr. Smith were disclosed .
Fixed Compensation
| Component (Non‑Employee Directors) | 2024 Amount | 2023 Amount | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | $90,000 | Increased in 2024 after ~10 years without increases |
| Additional cash retainer – Board Chair | $175,000 | $175,000 | No change |
| Additional cash retainer – Audit Chair | $45,000 | $35,000 | Increased in 2024 |
| Additional cash retainer – Audit member | $20,000 | $15,000 | Increased in 2024 |
| Gregory D. Smith – FY2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $140,000 |
| Stock awards (RSUs grant-date fair value) | $218,100 |
| All other compensation | $0 |
| Total | $358,100 |
| Notes | Mr. Smith deferred his 2024 annual cash compensation until retirement from the Board |
Additional program features:
- Directors may elect RSUs in lieu of 100% of cash; equity awards and director compensation reviewed annually by Governance Committee with independent consultant benchmarking .
- Stock ownership guideline: ≥5x annual cash retainer within five years; as of Dec 28, 2024, all non-employee directors met the guideline or still had time to do so .
Performance Compensation
| Equity Element | 2024 Detail | Vesting/Terms |
|---|---|---|
| Annual RSU grant (all re-elected directors) | 7,403 RSUs granted May 8, 2024 (grant-date fair value per ASC 718) | Vests over intended Board service from annual meeting to earlier of 1-year anniversary or next annual meeting; unvested RSUs payable at retirement if age ≥75 (≥72 for pre-May 2022 grants) or ≥7 years Board service; no dividend equivalents |
| Outstanding equity awards (Mr. Smith) at FYE 2024 | 33,514 units; market value $680,300 | Includes unvested RSUs and vested but deferred equity awards; deferred RSUs settle at termination per program |
Governance safeguards:
- No hedging or pledging of Intel stock by executives or directors; no option repricing without shareholder approval .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| American Airlines Group | Director | Not disclosed | Intel disclosed no related-party transactions involving Mr. Smith; independence affirmed under Nasdaq rules |
Expertise & Qualifications
- Financial and operating leadership: Former Boeing CFO/EVP with responsibilities spanning enterprise operations, finance, strategy, and shared services; led Boeing Capital, corporate audit, and ESG work .
- Capital markets and investor engagement: Prior VP, Global Investor Relations at Raytheon .
- Strategic and venture experience: Oversaw Boeing HorizonX venture investments in cybersecurity, AI/ML, and autonomy; international government engagement on market access and regulation .
- Audit oversight: Audit & Finance Committee Chair; SEC “financial expert” .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 48,717 shares; less than 1% of outstanding |
| RSUs vested but deferred (subset) | 26,111 units |
| RSUs that will vest within 60 days (subset) | 7,403 units |
| Ownership guideline status | Company reports all non-employee directors met guideline or within permitted time |
| Hedging/Pledging | Prohibited for directors under company policy |
Governance Assessment
- Strengths for investor confidence:
- Independent director since 2017; chairs a financially material committee (Audit) and is an SEC-designated financial expert, aligning his background with Intel’s capital structure, re-segmentation, and cost reduction oversight in 2024 .
- Active in strategic oversight via the Ad Hoc Committee during the company’s transformation (CHIPS Act, strategic positioning), signaling high engagement during a critical period .
- Compensation alignment: Mix of cash and time‑based equity with increased committee chair retainers reflecting workload; Mr. Smith deferred his cash retainers, modestly increasing equity alignment .
- Independence and conflicts: Board reaffirmed independence; no related-party transactions involving Mr. Smith disclosed; robust Code of Conduct and related-party review processes .
- Risk controls: No hedging/pledging, no option repricing without shareholder approval; Audit Committee independence/financial literacy confirmed .
- Watch items:
- Group attendance is strong (weighted average 95%), but individual attendance isn’t disclosed—continue monitoring future proxies for any change in committee leadership or attendance signals .
- Broader board refreshment and committee rotations continued into 2025; maintain visibility on Audit Committee composition changes and continuity as Intel advances foundry separation and capital allocation priorities .