James J. Goetz
Director at INTC
Board
About James J. Goetz
Independent director at Intel since 2019; age 59. Partner at Sequoia Capital focused on cloud, mobile, and enterprise technology with prior operating roles in networks, security, storage, and software. Brings senior leadership, emerging technologies, business development, and cybersecurity expertise, including board experience in network security (Palo Alto Networks) . Intel discloses 10 of 11 director nominees are independent; Goetz is among the independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequoia Capital Operations LLC | Partner | 2004–Present | Focused on cloud, mobile, enterprise tech; assembled and led a team that pioneered end‑user performance management |
| VitalSigns Software | Co‑founder | 1996–1999 | Software design/development; operations experience across networks, data security, storage, and manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Palo Alto Networks, Inc. | Director | Current | Current public board service |
| Barracuda Networks, Inc. | Director | 2009–2017 | Prior public company board |
| Ruckus Wireless, Inc. | Director | 2012–2015 | Prior public company board |
Board Governance
- Committees: Member, Talent and Compensation Committee; committee held 6 meetings in 2024. Goetz also served on the (now disbanded) M&A Committee (7 meetings in 2024; disbanded Feb 2025) .
- Independence: Intel Board determined 10 of 11 nominees are independent; Goetz is an independent director (Lip‑Bu Tan, as CEO, is non‑independent) .
- Attendance: 55 Board (15) and committee (40) meetings in 2024; each director attended at least 75% of their meetings; weighted average director attendance 95% .
- Tenure: Director since 2019 .
- Skills: Emerging technologies, business development/M&A, cybersecurity (via PANW board), senior leadership; aligns with Intel’s skills matrix priorities amid AI and foundry transformation .
- Board leadership/engagement: Independent Board Chair; independent directors met in executive session at least four times; strong stockholder engagement emphasized by Board .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Board-wide structure) | $100,000 | Raised from $90,000 in 2023 |
| Compensation Committee member retainer (structure) | $15,000 | Raised from $10,000 in 2023 |
| Annual equity award (structure) | $250,000 | Raised from $220,000 in 2023 |
| 2024 Fees Earned (Goetz actual) | $0 | Elected RSUs in lieu of cash (100% election) |
| 2024 Stock Awards (Goetz actual) | $315,100 | Reflects annual RSUs + RSUs in lieu of cash |
| 2024 Total Compensation (Goetz actual) | $315,100 | As reported in Director Compensation Table |
Notes:
- RSUs‑in‑Lieu‑of‑Cash program permits 100% of cash retainers to be taken as RSUs; Goetz elected this in 2024 (allocated 3,294 RSUs on May 8, 2024) .
- Director pay reviewed annually; Governance Committee targets near peer median and engages an independent consultant; same peer group as executives .
- Director stock ownership guideline: ≥5x annual cash retainer within five years; as of Dec 28, 2024, all non‑employee directors met guidelines or still had time to do so .
Performance Compensation
| Instrument | Grant Date | Shares/Terms | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant (Goetz) | May 8, 2024 | 7,403 RSUs | Vests at earlier of one year from grant or next annual meeting; no dividend equivalents prior to vest | |
| RSUs in lieu of cash (Goetz) | May 8, 2024 | 3,294 RSUs | Same vesting convention as annual RSUs | |
| Options/PSUs (directors) | — | None disclosed | — | N/A – Intel reports director compensation as cash/RSUs; no option awards for directors in 2024 table |
- Director equity is service‑based (time‑vested). No director‑specific performance metrics are applied to director equity awards in the proxy disclosures .
Other Directorships & Interlocks
| Company | Relationship to Intel | Potential Interlock/Conflict View |
|---|---|---|
| Palo Alto Networks, Inc. (Director) | Security software/hardware; not a direct Intel competitor | Intel’s Board reviewed director relationships and ordinary‑course transactions since 2022 and found no relationships that impair independence; transactions were within quantitative immateriality thresholds; Audit Committee oversees related‑party process . |
Expertise & Qualifications
- Venture investor/operator with depth in cloud, mobile, enterprise software; board‑level cybersecurity exposure (PANW) .
- Business development and M&A experience; provides insight into growth strategies and integration oversight .
- Relevant to Intel’s strategic transition from CPU to multi‑architecture platforms and IDM to modern IDM/foundry model .
Equity Ownership
| Metric | Amount | Date/Context |
|---|---|---|
| Total beneficial ownership (shares) | 234,235 | As of March 19, 2025 (includes RSUs vesting within 60 days) |
| Ownership as % of O/S | <1% | Board ownership table flags “Less than 1%” |
| RSUs vesting within 60 days | 10,697 | Counted within beneficial ownership |
| Outstanding equity awards at FYE 2024 (RSUs) | 10,697 | Market value $217,100 as of 12/28/2024 |
Governance policies impacting alignment:
- No hedging or pledging of Intel stock by directors; robust clawbacks apply to incentive compensation (policy emphasis) .
Insider Trades (Form 4)
| Date | Security | Code | Shares | Notes |
|---|---|---|---|---|
| Jan 30, 2024 | Common (from RSUs) | M | 3,203 | RSU conversion; each RSU equals 1 share; RSUs vest 100% on first anniversary of grant |
| May 8, 2024 | RSU (annual grant) | — | 7,403 | Annual director RSUs; grant date and share count per proxy footnotes |
| May 8, 2024 | RSU (in lieu of cash) | — | 3,294 | RSUs granted in lieu of 2024 cash fees per director election |
Governance Assessment
- Strengths: Independent director with directly relevant technology and cybersecurity expertise; meaningful equity alignment (100% RSU election for 2024 cash); Intel ownership guidelines in place; Board confirms independence after related‑party review; healthy Board/committee engagement and attendance; compensation structure primarily equity for directors .
- Watch items: External directorship at Palo Alto Networks and venture affiliations could present perceived ecosystem interlocks; however, Intel’s Audit Committee reviewed related‑party exposures (ordinary‑course dealings within de minimis thresholds), and the Board found no impairing relationships; hedging/pledging prohibited, mitigating alignment risks .
No RED FLAGS disclosed by Intel regarding Goetz: no attendance issues, no related‑party transactions implicating Goetz, no hedging/pledging, and no option repricings. Board’s overboarding limits (≤4 public boards; ≤2 for public‑company CEOs) and refreshment processes are active, and Goetz’s current public board load (Intel + PANW) is within guidelines .