Claire McCaskill
About Claire C. McCaskill
Claire C. McCaskill, age 71, is Mobileye’s Lead Independent Director and has served on the Board since October 2022. She is a former U.S. Senator from Missouri (2007–2019), State Auditor of Missouri (1999–2007), and Jackson County Prosecutor (1992–1999), and holds both a B.A. and J.D. from the University of Missouri. Since 2019 she has been a political analyst for NBCUniversal and a corporate speaker via the Washington Speakers Bureau, bringing government relations insight and legal experience to Mobileye’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Senate | U.S. Senator (Missouri) | 2007–2019 | Government oversight experience; policy and regulatory insight |
| State of Missouri | State Auditor | 1999–2007 | Financial stewardship and audit oversight credentials |
| Jackson County | County Prosecutor | 1992–1999 | Legal and compliance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NBCUniversal Media, LLC | Political Analyst | 2019–present | Media analyst role |
| Washington Speakers Bureau | Corporate Speaker | 2019–present | Speaking engagements |
Board Governance
- Independence: The Board determined McCaskill is independent under Nasdaq standards .
- Roles and Committees: Lead Independent Director; member of Audit Committee and Nominating & Corporate Governance (NCG) Committee .
- Lead Independent Director responsibilities: prepares Board agendas with Chair/CEO, presides over executive sessions of independent directors, meets regularly with Chair/CEO, and communicates with external constituencies when requested .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; average director attendance was 96%. McCaskill attended the 2024 annual meeting of stockholders .
- Committee activity levels in 2024: Audit (12 meetings), Compensation (5), NCG (4) .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Committee/Chair Fees | Notes |
|---|---|---|---|
| 2024 | 60,000 | Not disclosed (no chair role) | Paid quarterly; includes retainer and any committee fees |
Performance Compensation (Director)
| Year | Stock Awards ($) | Grant Date | Vesting |
|---|---|---|---|
| 2024 | 215,785 | Dec 5, 2024 | Vest on first anniversary of grant date |
| 2022 | — | Oct 26, 2022 | 9,523 RSUs granted; 3,238 RSUs remain unvested as of year-end 2024 |
| Performance Metric | Status |
|---|---|
| Performance-based metrics for director equity | None disclosed; director awards are time-based RSUs |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Public company boards | Public | None disclosed | None disclosed |
| NBCUniversal Media, LLC | Private/Media | Political Analyst | No disclosed transactions with Mobileye |
| Washington Speakers Bureau | Private | Corporate Speaker | No disclosed transactions with Mobileye |
Expertise & Qualifications
- Government relations and policy expertise from service as U.S. Senator and State Auditor .
- Legal background (County Prosecutor; J.D., University of Missouri) supporting compliance and risk oversight .
- Board leadership capability demonstrated as Lead Independent Director with defined responsibilities .
- Financial literacy for Audit Committee service; Audit Committee members are financially literate under Board determinations .
Equity Ownership
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| Claire C. McCaskill | 80,290 | <1% (footnote) | Beneficial ownership as of April 15, 2025 |
| Unvested Equity | Quantity | Notes |
|---|---|---|
| RSUs from Oct 26, 2022 grant | 3,238 | Remain unvested at year-end 2024 |
| RSUs from Dec 5, 2024 grant | Not disclosed (value shown) | Vest at 1-year anniversary |
- Hedging and pledging: Company policy prohibits hedging and, with limited exceptions, pledging and margin accounts for directors; options or RSUs granted by the company are excluded from prohibition as ownership but cannot be used for hedging .
Governance Assessment
- Positives: Independent director with significant public sector oversight experience; Lead Independent Director role enhances independent board oversight; active on Audit and NCG committees; strong director attendance culture (96% average) and formal policies for related party transactions overseen by Audit Committee .
- Alignment: Director compensation is equity-heavy (RSUs vest time-based), and anti-hedging/pledging policy supports alignment with stockholder interests .
- Risks/RED FLAGS:
- Controlled company status: Intel holds ~98.6% voting power; Compensation Committee and NCG Committee are chaired by non-independent directors under Nasdaq’s controlled company exemptions—reducing typical independence of those committees .
- Extensive intercompany agreements with Intel (e.g., Master Transaction Agreement, Technology & Services Agreement, Tax Sharing Agreement), requiring robust Audit Committee oversight of related-party interactions; McCaskill’s Audit Committee role is material to mitigating these risks .
- Investor sentiment: Say-on-pay advisory votes received 99.3% support in 2024 and 99.8% in 2023, indicating broad shareholder approval of compensation programs, though these focus on executives rather than directors .
- Not disclosed: Director stock ownership guidelines or compliance status; meeting-by-meeting attendance for individual directors; number of RSUs in the 2024 director grant (only fair value and vesting disclosed) .