Elaine Chao
About Elaine L. Chao
Elaine L. Chao (age 72) is an independent director of Mobileye Global Inc., appointed June 7, 2024. She holds an MBA from Harvard Business School and a BA in Economics from Mount Holyoke College, and previously served as U.S. Secretary of Transportation (2017–2021) and U.S. Secretary of Labor (2001–2009) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Transportation | Secretary of Transportation | 2017–2021 | Focused on safety, invested >$330B in infrastructure; promoted AVs, UAS, commercial space transport |
| U.S. Department of Labor | Secretary of Labor | 2001–2009 | Set records for workplace safety, health, and retirement security |
| United Way of America | President & CEO | Not disclosed | Restored public trust after scandal |
| Peace Corps | Director | Not disclosed | Launched first programs in Baltic nations and former Soviet republics, including Ukraine |
| Federal Maritime Commission | Chair | Not disclosed | Government leadership role |
| U.S. Department of Transportation | Deputy Secretary | Not disclosed | Government leadership role |
| Bank of America; Citicorp | Banker | Not disclosed | Private sector finance roles |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| The Kroger Co. | Director | Aug 2021 | Current public company directorship |
| ChargePoint Holdings, Inc. | Director | Nov 2021 | Current public company directorship |
Board Governance
- Independence: The Board determined Secretary Chao is “independent” under Nasdaq rules .
- Committee assignments: None as of the 2025 Annual Meeting (“COMMITTEES None”) .
- Attendance: In 2024, each director attended at least 75% of meetings; directors averaged 96% attendance across Board/committees .
- Controlled company: Intel holds ~98.6% of voting power via Class B shares; MBLY uses controlled-company exemptions (e.g., non-independent Compensation and Nominating Committee chairs) while Audit Committee complies with SEC/Nasdaq independence rules .
Fixed Compensation
| Component | Policy | FY2024 Actual |
|---|---|---|
| Annual cash retainer | $60,000, paid quarterly | $33,462 (pro-rated from June 7, 2024) |
| Committee/Chair fees | Not applicable (no committee assignments) | $0 (no committees) |
Performance Compensation
| Grant Type | Grant Date | Shares | Vesting | Fair Value/Notes |
|---|---|---|---|---|
| RSUs (appointment grant) | Jun 7, 2024 | 7,177 | 100% vest on first anniversary; one share per RSU | |
| RSUs (annual director grant) | Dec 5, 2024 | 12,619 | 100% vest on first anniversary | |
| Total stock awards FY2024 | Dec 5, 2024 (aggregate) | — | — | $443,152 aggregate grant-date fair value |
Notes: The Compensation Committee engages independent consultant Compensation Advisory Partners (CAP) for competitive assessments of director pay; 2024 program benchmarked to US-listed companies with $1–$10B revenue .
Other Directorships & Interlocks
| Company | Sector Linkage to MBLY | Potential Interlock Consideration |
|---|---|---|
| ChargePoint Holdings, Inc. | EV charging ecosystem adjacent to automotive and mobility | No related-party transactions disclosed at MBLY; appointment 8-K states no Item 404(a) transactions |
| The Kroger Co. | Retail; no direct overlap with MBLY’s ADAS/AV supply chain | No related-party transactions disclosed |
Expertise & Qualifications
- Government leadership across transportation and labor; crisis management during COVID-19; technology and innovation advocacy (autonomous vehicles) .
- Financial and operational experience from banking and nonprofit leadership; 38 honorary doctorates .
- Education: MBA (Harvard), BA Economics (Mount Holyoke) .
Equity Ownership
| As-of Date | Class A Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Apr 15, 2025 | 7,177 | * (less than 1%) | Beneficial ownership table; group total 2,813,888 Class A (2.8%); Intel controls voting via Class B |
| Policy on pledging/hedging | — | — | MBLY prohibits hedging and generally prohibits pledging; no pledging by Chao disclosed |
Insider Trades
| Date | Filing | Type | Shares | Price | Ownership After |
|---|---|---|---|---|---|
| Jun 7, 2024 | SEC Form 4 | RSU grant (appointment) | 7,177 | $0.00 | 7,177 (direct) |
| Dec 5, 2024 | Form 4 (accession 0000950103-24-017447) | RSU grant (annual) | 12,619 | $0.00 | 19,796 total reported |
Governance Assessment
-
Positives:
- Independent director with deep transportation/technology policy expertise relevant to MBLY’s ADAS/AV mission .
- Clean related-party profile at appointment; no Item 404(a) transactions; no family relationships .
- Strong attendance culture (96% avg in 2024); Audit Committee remains fully independent under SEC/Nasdaq rules .
- Director compensation is majority equity with one-year vesting; use of independent consultant CAP for benchmarking .
-
Watch items:
- Controlled company status concentrates voting power with Intel (98.6%), and non-independent chairs for Compensation and Nominating committees; investor perception of board independence may be constrained despite Chao’s independent status .
- No committee assignment for Chao as of 2025 proxy; monitoring future committee roles (e.g., technology/policy or risk) would clarify board utilization of her domain expertise .
-
Red flags:
- None disclosed specific to Chao (no related-party transactions; hedging/pledging generally prohibited) .