Naga Chandrasekaran

About Naga Chandrasekaran

Nagasubramaniyan “Naga” Chandrasekaran joined Mobileye’s Board on August 25, 2025. He is Executive Vice President, Chief Technology and Operations Officer, and GM of Intel Foundry, responsible for Intel’s technology development, worldwide manufacturing, packaging/test, and supply chain operations; prior roles include SVP of Technology Development at Micron . Education: BS Mechanical Engineering (University of Madras); MS/PhD Mechanical Engineering (Oklahoma State University); Master’s in Information & Data Science (UC Berkeley); dual Executive MBAs (UCLA Anderson and NUS) .

Past Roles

External Roles

Board Governance

• Appointment and committees: Appointed to Mobileye’s Board effective August 25, 2025; at appointment, the Board had not yet determined committee assignments .
• Board structure context: Mobileye is a Nasdaq “controlled company” (Intel held ~98.6% of voting power as of April 15, 2025) and relies on exemptions (e.g., non‑independent chairs of Compensation and Nominating committees); Audit Committee remains fully independent .
• Current committee composition (2024 reference): Audit—Eyal Desheh (Chair), Claire C. McCaskill, Frank D. Yeary; Compensation—Patrick Bombach (Chair), Desheh, Yeary; Nominating & Governance—Saf Yeboah‑Amankwah (Chair), Desheh, McCaskill .
• Leadership: Chair of Board—Safroadu Yeboah‑Amankwah; Lead Independent Director—Claire C. McCaskill .
• Attendance baseline: In 2024, Board held 7 regular and 3 special meetings; average director attendance was 96% (all directors ≥75%) .

Fixed Compensation (Non‑Employee Directors Program – benchmarking data)

Note: Naga’s specific director compensation for 2025 was not disclosed as of the appointment 8‑K; Mobileye’s program mixes cash retainers with annual RSU grants to align directors with shareholders .

Performance Compensation (Directors)

• Structure: Directors receive time‑based RSUs; no performance metrics tied to director equity; December 5, 2024 director RSUs vest on the first anniversary of grant .
• Clawback: NEO incentive pay is subject to a clawback policy aligned with SEC/Nasdaq; while director equity is not “incentive comp,” Mobileye emphasizes recovery/controls in its compensation governance .

Other Directorships & Interlocks

• Current public company boards: Mobileye (MBLY). No other public company directorships disclosed for Naga at time of appointment .
• Interlocks/conflicts: Naga is a senior Intel executive; Intel is Mobileye’s controlling stockholder and counterparty to extensive related‑party agreements (cross‑license; master transaction; admin services; technology/services; tax sharing; facilities/leases), requiring robust recusal and Audit Committee oversight .

Expertise & Qualifications

• Core expertise: Semiconductor manufacturing operations, technology development, advanced packaging/test, global supply chain—directly relevant to Mobileye’s silicon and ADAS/AV hardware roadmap .
• Education: BS (Univ. of Madras); MS/PhD (Oklahoma State); MIDS (UC Berkeley); Executive MBAs (UCLA & NUS) .

Equity Ownership

• Hedging/pledging: Mobileye prohibits hedging transactions and generally prohibits holding stock in margin accounts or pledging as collateral, mitigating alignment risks for insiders/directors .

Insider Trades

Governance Assessment

• Positives

  • Deep manufacturing/technology operator joins Board—valuable for oversight of silicon supply, cost, yield, and ramp risks central to Mobileye’s execution .
  • Audit Committee independence maintained; related‑party transactions pre‑approved/reviewed by Audit Committee; director hedging/pledging restrictions in place .
  • Strong shareholder support on pay (Say‑on‑Pay approval ~99.3% in 2024; 99.8% in 2023), indicating investor confidence in compensation governance to date .

• Risks / RED FLAGS

  • Controlled‑company status: Intel held ~98.6% voting power as of April 15, 2025; Board may include non‑independent Intel executives in key roles (e.g., Chairs of Board and Compensation, and Nominating) under Nasdaq exemptions—heightens conflict‑management demands .
  • Extensive Intel related‑party exposure: cross‑licenses; anti‑dilution option; technology/services; admin services; tax sharing; facilities leases; and historical recharge and service flows (e.g., $62M stock comp recharge 2024; $3M admin services 2024; $3M leases 2024; $4M technology/services 2024) create recurrent conflict‑review requirements .
  • Committee independence for Naga: At appointment, committee assignments were TBD; given his Intel executive role and Mobileye’s reliance on controlled‑company exemptions, independence constraints likely preclude Audit; monitoring placement on Compensation/Nominating is warranted .

• What to monitor

  • Committee assignment and any recusal policies applied to Intel‑related matters .
  • Any director equity grants or stock ownership emerging post‑Form 3 (0 shares) and compliance with Mobileye’s insider policies .
  • Ongoing Intel‑Mobileye transaction scope and economics; Audit Committee oversight disclosures in future proxies – .

Appendices (Selected Related-Party Exposure Summary)

• 2024 amounts: Stock compensation recharge to Intel $62M; admin services fees $3M; facilities leases $3M; technology/services agreement costs $4M .
• Governance constraints: Intel anti‑dilution option to maintain ≥80.1% ownership; broad cross‑license; tax sharing and potential spin‑off covenants; “most favored” internal-use pricing .
• Policy controls: Written Related Person Transactions policy with Audit Committee pre‑approval; Code of Business Conduct; Clawback policy; insider trading/hedging restrictions .

Sources: Mobileye 2025 DEF 14A (Board composition, independence, committees, related‑party and policy disclosures) ; 8‑K appointing Chandrasekaran (Aug 28, 2025) ; Intel executive bio and press materials ; Mobileye IR Board page ; Form 3 (Sept 4, 2025) .