Steve Sanghi
Director at INTC
Board
About Steve Sanghi
Independent director at Intel since 2024 (age 69). Brings 30+ years of semiconductor operating and M&A experience as long‑time CEO/Chairman of Microchip Technology; previously held senior roles at Intel (1978–1988). Currently serves on Intel’s Talent & Compensation Committee. Core credentials include deep semiconductor operations, manufacturing, emerging technologies, business development/M&A, global sales/marketing, and senior leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microchip Technology Inc. | Interim CEO & President | 2024–Present | Led serial M&A (>20 acquisitions incl. Atmel, Microsemi) transforming Microchip into embedded control leader |
| Microchip Technology Inc. | Executive Chairman | 2021–2024 | Oversight of strategy and leadership transition |
| Microchip Technology Inc. | Chief Executive Officer | 1991–2021 | Scaled company, executed major acquisitions, diversified portfolio |
| Microchip Technology Inc. | President | 1990–2016 | Operations and growth leadership |
| Microchip Technology Inc. | Chief Operating Officer | 1990–1991 | Operations leadership |
| Waferscale Integration, Inc. | VP, Operations | 1988–1990 | Manufacturing operations |
| Intel Corporation | GM, Programmable Memory Ops & prior roles | 1978–1988 | Product/operations leadership at Intel |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Microchip Technology Inc. | Interim CEO & President; Director | Public; active | Board leadership/operations; overboarding waiver noted by Intel due to interim CEO role |
| Impinj, Inc. | Director | Public; active | Public board service in adjacent semiconductor/RFID ecosystem |
Board Governance
- Independence and tenure: Independent director; joined Intel Board in December 2024; listed as “Independent Director Since: 2024” . The Board states 10 of 11 nominees are independent (Governance Committee assessments) .
- Committee assignments: Member, Talent & Compensation Committee (effective Feb. 13, 2025) . Compensation Committee comprised solely of independent directors .
- Attendance and engagement: 15 Board meetings in 2024; standing committees held 12 (Audit), 6 (Compensation), 5 (Governance) meetings. Each director attended at least 75% of applicable meetings; directors’ weighted average attendance was 95% .
- 2025 election results: Elected with 2,198,708,636 For; 280,011,737 Against; 9,143,376 Abstain; broker non-votes 840,591,459. All 11 nominees elected .
- Board refresh: Added as new independent director in December 2024 to deepen semiconductor expertise on the Board .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | 2024 program; increased from $90,000 in 2023 |
| Compensation Committee member retainer | $15,000 | 2024 program; increased from $10,000 in 2023 |
| Committee chair retainers (reference) | Audit: $45,000; Compensation: $40,000; Governance: $35,000 | 2024 program levels |
| Additional Board Chair cash retainer (reference) | $175,000 | Not applicable to Sanghi; 2024 level |
| RSUs in lieu of cash (elective) | 100% of cash fees may be taken as RSUs | RSUs generally vest one year from grant date |
| Deferred compensation (elective) | Cash and equity deferral programs available | Equity deferral delays settlement until termination; cash deferrals earn stock‑indexed returns |
Notes
- He does not appear individually in the FY2024 Director Compensation Table (joined December 2024). Standard fee schedule above applies to non‑employee directors .
Performance Compensation (Director)
| Instrument | Target/Structure | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual RSU grant | Target value $250,000 | Granted on/around Annual Meeting; vests on earlier of one year from grant or next annual meeting. Unvested RSUs become payable upon retirement if age 75 (or 72 for pre‑May 2022 awards) or ≥7 years Board service. No dividend equivalents on unvested RSUs . | None (time-based RSUs for directors) |
| 2025 expected grant | Each non‑employee director expected to receive $250,000 RSU grant on 2025 Annual Meeting date | Program disclosure in proxy/EIP section | None (time-based) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Microchip Technology Inc. | Interim CEO & President; Director | Intel’s Governance Guidelines generally limit a public company CEO to 2 public boards including Intel; Board granted Sanghi a one‑year waiver given interim nature and desired semiconductor expertise. Monitoring commitment load is prudent until interim role concludes . |
| Impinj, Inc. | Director | No Intel‑specific related‑party transaction identified in reviewed excerpts; Audit Committee oversees related‑party processes . |
Expertise & Qualifications
- Experience summary highlights: Deep semiconductor industry, operating/manufacturing, emerging technologies, business development/M&A, global/international, sales/marketing, human capital, senior leadership, and financial experience from 30 years as Microchip CEO; executed >20 acquisitions (incl. Atmel, Microsemi) .
- Notable recognition: Dr. Morris Chang Exemplary Leadership Award (GSA, Dec 2022) .
Equity Ownership
| Metric | Intel Disclosure |
|---|---|
| Total beneficial ownership (Intel common) | “—” shares reported for Steve Sanghi as of March 19, 2025; percentage “*” (<1%) |
| Outstanding Intel director equity at FYE 2024 | Not listed in the FY2024 “Outstanding Equity Awards” director table (table enumerates other directors) |
| Stock ownership guidelines (directors) | ≥5x annual cash retainer within five years; includes deferred vested RSUs; as of Dec. 28, 2024, all non‑employee directors met the guidelines or still had time to do so (Sanghi joined Dec. 2024, thus within build‑up window) |
| Hedging/pledging | Prohibited for directors; policy bars hedging, short sales, derivatives; pledging/margin accounts prohibited for directors and executive officers |
Director Election Result Detail (2025)
| Vote Category | Count |
|---|---|
| For | 2,198,708,636 |
| Against | 280,011,737 |
| Abstain | 9,143,376 |
| Broker Non‑Votes | 840,591,459 |
Governance Assessment
Strengths
- Independent director with immediately relevant semiconductor operating rigor (decades as CEO) and serial M&A experience; adds sector depth to Intel’s Board refresh .
- Active member of Talent & Compensation Committee, which is fully independent and oversees pay‑for‑performance design and succession planning; use of independent consultant (Semler Brossy) supports objective oversight .
- Robust Board practices/framework: strong independence, executive sessions, risk oversight partitions, and high meeting cadence/attendance (95% weighted average) .
Watch items / potential red flags
- Overboarding risk while serving as Interim CEO of Microchip; Intel Board granted a one‑year waiver of its guideline limiting public company CEOs to two boards including Intel. Monitor duration of interim role and time commitments .
- Shareholder support: While elected, Sanghi received 2.20B “For” vs. 280M “Against,” which was lower “For” support than many nominees. Continued investor outreach may be warranted to understand concerns .
- Ownership alignment: No Intel shares reported as of March 19, 2025; however, directors have a five‑year window to meet ≥5x retainer guideline and may receive 2025 RSU grant at Annual Meeting .
Related‑party/Conflicts
- Proxy outlines related‑party oversight and independence determinations; in reviewed excerpts, no specific related‑party transactions involving Sanghi were identified. Continue to monitor for any Intel‑Microchip or Intel‑Impinj transactions given sector adjacency .
Policy environment (risk mitigants)
- No hedging/pledging by directors; robust insider trading policy .
- Director compensation structure balanced toward equity (time‑based RSUs), with optional deferrals and the ability to take RSUs in lieu of cash; 2024 program increased retainers reflecting elevated workload .
- Company maintains Dodd‑Frank‑compliant clawback for officers (context for overall governance culture) .
Appendix: Director Compensation Program Reference (Intel Non‑Employee Directors)
| Element | 2024 Level |
|---|---|
| Annual cash retainer | $100,000 |
| Annual RSU grant (target) | $250,000 |
| Committee member retainers | Audit $20,000; Compensation $15,000; Governance $5,000 |
| Committee chair retainers | Audit $45,000; Compensation $40,000; Governance $35,000 |
| 2025 expected RSU grant | $250,000 per non‑employee director on Annual Meeting date |