Frank D. Yeary

About Frank D. Yeary

Frank D. Yeary (age 61) is an independent director of Mobileye Global Inc. (MBLY) since 2022. He is Managing Member at Darwin Capital Advisors LLC (since 2012); previously Co‑Founder and Executive Chairman of CamberView Partners (2012–2018), Vice Chancellor at UC Berkeley (2008–2012), and earlier Managing Director and Global Head of M&A at Citigroup Investment Banking (2003–2008) and member of Citi’s Management Committee (2001–2008). He holds a B.A. from the University of California, Berkeley . The Board has determined he is “independent” under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee and Compensation Committee (member) . The 2025 proxy lists Audit Committee members as Eyal Desheh (Chair), Claire C. McCaskill, and Frank D. Yeary . He temporarily stepped off Audit in Dec 2024 while serving as Intel’s interim executive chair; replacement was “not yet determined” at that time .
• Independence: Board determined Yeary is independent under Nasdaq standards; independent directors (including Yeary) meet SEC/Nasdaq rules for Audit/Compensation committee service .
• Attendance: In 2024, the Board held 7 regular and 3 special meetings; committees held 20 meetings (Audit 12; Compensation 5; Nominating 4). Each director attended at least 75% of meetings; average attendance was 96% .
• Leadership/structure: Board Chair is Safroadu Yeboah‑Amankwah; lead independent director is Claire C. McCaskill .
• Controlled company: Intel beneficially owns all Class B shares, representing ~98.6% of total voting power; MBLY relies on Nasdaq “controlled company” exemptions (e.g., Compensation and Nominating committees may include non‑independent directors) .
• Hedging/pledging policy: Directors/officers are prohibited from hedging MBLY stock and, with limited exceptions, from holding MBLY stock in margin accounts or pledging as collateral .
• Board and committee evaluation: Annual self‑evaluation process managed by the Nominating & Corporate Governance Committee Chair .

Fixed Compensation (Director)

Program reference point: When Secretary Elaine Chao joined in 2024, standard package disclosed was $60,000 annual cash retainer (paid quarterly) plus annual RSUs valued at $200,000 vesting in one year, under the 2022 Equity Plan .

Performance Compensation (Director Equity)

Notes:

• Director equity is time‑based (RSUs); no performance metrics are disclosed for director compensation .

Other Directorships & Interlocks

Key related‑party transactions with Intel (2024 amounts): stock compensation recharge ($62m); facility leases ($3m); administrative services ($3m); technology/services agreement ($4m); amended tax sharing agreement with $3m payable as of 12/28/2024. LiDAR collaboration agreement terminated Oct 2, 2024 amid cessation of internal FMCW LiDAR development (Sept 9, 2024) .

Expertise & Qualifications

• Financial strategy, global M&A, and financial reporting expertise (Citi Global Head of M&A; financial reporting expertise cited in MBLY bio) .
• Audit Committee financial literacy (Board determined all Audit Committee members are financially literate; Desheh designated financial expert) .
• Governance experience leading investor engagement (CamberView Partners) .

Equity Ownership

Insider transactions (Form 4):

Source: Insider‑trades skill (Form 4 feed).

Director Compensation Summary (Amounts Granted/Received)

Reference details: 2024 director grants vest one‑year from 12/05/2024 . 2022 director grant had 3,238 RSUs unvested as of 2024 . Compensation Advisory Partners (CAP) served as independent advisor to the Compensation Committee in 2024; the committee annually reviews director pay vs. market .

Governance Assessment

• Strengths and positive signals

  • Independent director with deep M&A and financial reporting experience; serves on Audit and Compensation Committees .
  • Strong attendance culture (96% average in 2024); all directors ≥75% attendance .
  • Conservative trading policy (no hedging/pledging) and an SEC/Nasdaq‑compliant clawback policy (adopted Sept 7, 2023) .
  • Director pay is predominantly equity (approx. 78% of Yeary’s 2024 director compensation from RSUs), aligning with shareholder outcomes .
  • Say‑on‑pay support high (99.3% in 2024; 99.8% in 2023), indicating broad investor endorsement of compensation governance .

• Risks and potential conflicts (mitigants noted)

  • Intel is MBLY’s controlling shareholder (~98.6% voting power), and Yeary is Intel’s board chair; multiple intercompany agreements (stock comp recharge, services, licenses, facilities, tax sharing) create ongoing related‑party exposure .
  • Yeary appropriately stepped down from MBLY’s Audit Committee while serving as Intel’s interim executive chair, reducing conflict risk during that period .
  • As a “controlled company,” MBLY’s Compensation and Nominating committees include non‑independent directors (e.g., Compensation Committee chaired by an Intel executive), which some investors view as a governance red flag; however, MBLY remains compliant with SEC/Nasdaq audit committee requirements .

Appendix: Board & Committee Facts (for context)

• Audit Committee: Eyal Desheh (Chair), Claire C. McCaskill, Frank D. Yeary; 12 meetings in 2024 .
• Compensation Committee: Patrick Bombach (Chair), Eyal Desheh, Frank D. Yeary; 5 meetings in 2024 .
• Nominating & Corporate Governance Committee: Safroadu Yeboah‑Amankwah (Chair), Eyal Desheh, Claire C. McCaskill; 4 meetings in 2024 .