Stacy J. Smith
INTELAbout Stacy J. Smith
Independent director since 2024; Age 62; serves on Intel’s Audit & Finance Committee as an SEC-defined “audit committee financial expert.” Prior roles include nearly three decades at Intel across CFO (2007–2016), EVP Group President, Manufacturing, Operations & Sales (2017–2018), EVP Operations & Sales (2016–2017), CIO (2004–2006), and GM EMEA earlier in his tenure. Holds an MBA in Finance from the University of Texas (1988). Appointed to Intel’s Board on March 12, 2024 and determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | EVP, Group President, Manufacturing, Operations & Sales | 2017–2018 | Led global Technology & Manufacturing and worldwide Sales; deep operations and manufacturing expertise relevant to IDM and foundry oversight |
| Intel Corporation | EVP, Operations & Sales | 2016–2017 | Oversaw operations and sales; senior leadership and global execution across regions |
| Intel Corporation | EVP, CFO; Director, Corporate Strategy | 2007–2016 | Oversaw finance, accounting, tax, treasury, internal audit, IR; Intel Capital; IT; Corporate Strategy; guided through great recession; extensive financial expertise |
| Intel Corporation | CFO (role detail within 2007–2012) | 2007–2012 | Principal accounting officer; signed SEC reports; capital markets and allocation leadership |
| Intel Corporation | VP Finance & Enterprise Services; Chief Information Officer | 2004–2006 | Technology leadership and IT oversight; added technical credentials to financial profile |
| Intel Corporation | GM, EMEA; various roles | Earlier tenure | Led sales and marketing for EMEA; global leadership across U.S., Europe, Latin America, Asia |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kioxia Corporation | Executive Chairman & Director | 2018–present | Japanese NAND memory & SSD company; became public in Dec 2024; Exec Chair position described as part-time oversight role in a Japanese context |
| Autodesk, Inc. | Chairman of the Board | 2011–present | Public software company board leadership |
| Wolfspeed, Inc. | Director | 2023–present | Public semiconductor company director |
| Nature Conservancy (California) | Trustee | N/A | Non-profit governance role |
| UT McCombs School of Business | Advisory Board | N/A | Academic advisory role |
Board Governance
- Committee assignments: Audit & Finance Committee member; designated “audit committee financial expert.” Audit Committee held 12 meetings in 2024; all Audit members meet heightened SEC/Nasdaq independence, financial literacy, and financial expert criteria.
- Special committees: Member of Ad Hoc Committee (created Aug 2024) focused on strategic positioning, risks, and stockholder value; six meetings in 2024. Not a member of CEO Search Committee.
- Independence: Board determined 10 of 11 nominees (including Stacy Smith) are independent under Nasdaq rules; Intel’s 8-K also confirmed independence on appointment.
- Engagement & attendance: Board held 15 meetings in 2024; committees held 40; weighted average director attendance 95%; each director attended at least 75% of meetings.
Fixed Compensation
| Metric (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 26,300 | Prorated following March 12, 2024 appointment; director can elect RSUs in lieu of cash (100%) |
| Stock Awards ($) | 326,900 | Includes annual RSU grants and RSUs in lieu of cash as elected |
| All Other Compensation ($) | — | No other compensation in FY2024 |
| Total ($) | 353,200 | Sum of cash and stock awards |
- Standard non-employee director structure (Board policy as of 2024): Annual cash retainer $100,000; annual equity award ~$250,000; Audit Committee member retainer $20,000; Audit Chair $45,000; Compensation member $15,000; Governance member $5,000; program allows RSUs in lieu of cash for 100% of cash comp; equity awards time-based RSUs; ownership guideline ≥5x cash retainer within 5 years.
Performance Compensation
| Award/Metric | Grant Date | Quantity/Terms | Vesting/Linkage |
|---|---|---|---|
| Pro-rated initial RSU (on appointment) | Apr 30, 2024 | 1,001 RSUs | Vests on earlier of one year or next annual meeting; time-based; no performance metrics |
| Annual RSU grant | May 8, 2024 | 7,403 RSUs | Same vesting as above; time-based; no dividend equivalents pre-vesting |
| RSUs in Lieu of Cash (election) | May 8, 2024 | 2,665 RSUs | RSUs issued in place of cash fees; time-based |
- No director performance metrics (e.g., revenue, TSR) tied to director equity; RSUs are time-based service awards per Intel’s director compensation policy.
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts Noted |
|---|---|---|
| Kioxia Corporation | Executive Chairman | Board evaluated commitments; Exec Chair role not day-to-day management; determined capacity; Stacy intends to depart one public board within six months to manage load. No related-party transactions impairing independence; transactions reviewed under Nasdaq/SEC standards. |
| Autodesk, Inc. | Chairman | No Intel board interlocks disclosed with Autodesk; independence affirmed. |
| Wolfspeed, Inc. | Director | No Intel board interlocks disclosed with Wolfspeed; independence affirmed. |
Expertise & Qualifications
- Semiconductor industry, operations/manufacturing, sales/marketing, brand management; senior leadership; financial expertise from nearly decade as Intel CFO.
- Audit committee financial expert designation; financial literacy confirmed for all Audit members.
- Global leadership (U.S., Europe, Latin America, Asia); strategic M&A and business development exposure.
- Education: MBA in Finance, University of Texas (1988).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Intel common) | 53,564 shares | Less than 1% of outstanding shares |
| RSUs vesting within 60 days | 10,068 | Included in share count per SEC rules |
| Outstanding equity awards (#) | 10,068 | Unvested RSUs; market value $204,400 at FY-end |
| Market value of outstanding awards ($) | 204,400 | Based on year-end price |
| Shared voting/investment power (trusts/accounts) | 42,495 shares | Shared power through trusts/accounts |
| Ownership guidelines | ≥5x cash retainer within 5 years | All non-employee directors met guidelines or had time to do so as of Dec 28, 2024 |
| Hedging/pledging | Prohibited | No hedging or pledging of Intel stock by executives or directors |
Insider trades: No Form 4 transactions were found for “Stacy J. Smith” in INTC between 2024-01-01 and 2025-11-20 (source: insider-trades skill run on 2025-11-20).
Governance Assessment
- Strengths: Independent director; audit committee financial expert; deep semiconductor and finance background aligned to Intel’s capital-intensive transformation; active participation in Ad Hoc Committee focused on strategy and value creation; robust director pay structure with majority equity and option to take RSUs in lieu of cash; stock ownership guidelines in place.
- Engagement: Board and committees met frequently in 2024 (15 Board; 40 committee meetings); weighted average attendance 95%; directors expected to attend all meetings; Board emphasizes executive sessions and site visits/management engagement.
- Conflicts/overboarding: Multiple public boards plus Exec Chair role at Kioxia; Board evaluated commitments, noted Exec Chair is part-time oversight (not day-to-day), and stated Stacy intends to depart one public company director role within six months; independence affirmed and no related-party relationships were found to impair judgement; only related-person transaction disclosed in 2024 involved another executive’s family member.
- Compensation governance: Director compensation reviewed annually by Governance Committee (independent) with use of independent compensation consultant; director peer group mirrors executive compensation peer group; equity awards are time-based (no repricing, no tax gross-ups) in line with governance practices.
RED FLAGS to monitor: Aggregate commitments across Kioxia/Autodesk/Wolfspeed may raise overboarding risk if not reduced as indicated; continued scrutiny warranted for any related-party transactions involving entities where Stacy holds board/executive roles, though none impairing independence were identified to date.