Gregory D. Smith
INTELAbout 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 .