Patrick Bombach
About Patrick Bombach
Patrick Bombach (age 54) joined Mobileye’s Board on January 29, 2025. He is Corporate Vice President, Head of Corporate Legal and Assistant Corporate Secretary at Intel, with 25+ years as a corporate attorney; education includes a J.D. from Columbia University and a B.B.A. in Economics from the University of Texas, El Paso . At Mobileye, he chairs the Compensation Committee; the Board designates him as not independent under Nasdaq standards given Mobileye’s “controlled company” status with Intel owning ~98.6% of voting power .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Corporate VP, Head of Corporate Legal & Assistant Corporate Secretary | Jan 2023–present | Oversees legal support for corporate securities/governance, finance, M&A, venture capital, strategy, executive compensation, insider trading compliance |
| Intel Corporation | VP, Senior Managing Director, Corporate Strategy, Finance and Transactions | Jan 2020–Dec 2022 | Led strategy, finance and complex transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hispanic National Bar Association (PODER25) | Member | Not disclosed | Leadership development initiative; governance/board readiness |
Board Governance
- Committee assignments: Compensation Committee Chair; Compensation Committee members are Bombach (Chair), Eyal Desheh, and Frank Yeary. Charters assign oversight of executive pay, director pay, equity plan administration, and compensation philosophy .
- Independence: Mobileye relies on Nasdaq “controlled company” exemptions; Bombach is not independent and may serve on the Compensation Committee as Chair; Safroadu Yeboah‑Amankwah (Intel SVP/CSO) chairs Nominating & Corporate Governance; Audit Committee remains fully independent (Desheh—Chair, McCaskill, Yeary) .
- Lead Independent Director: Claire C. McCaskill; responsibilities include executive sessions of independent directors, agenda input, and shareholder communications .
- Attendance (context): In 2024, the Board held 7 regular and 3 special meetings; committees held 20 meetings in total; average director attendance was 96% (Bombach joined in 2025, so personal attendance not disclosed for 2024) .
Fixed Compensation
- Director-specific: Mobileye’s 8‑K announcing Bombach’s appointment disclosed no Item 404 related-party transactions and did not disclose his director compensation at appointment; 2025 director cash/RSU detail for Bombach is not provided in the proxy .
- Board framework (policy): Non‑employee director compensation is a mix of cash and equity, with the majority equity (RSUs). The Compensation Committee, with independent consultant CAP, benchmarks annually against US-listed companies with $1–$10B revenues .
Performance Compensation
| Feature | Disclosure |
|---|---|
| Director equity grants | RSUs used for directors; Bombach’s specific 2025 RSU grant not disclosed |
| Performance metrics tied to comp | Company-wide, NEO awards in 2024 were primarily time-based RSUs; no performance-based RSUs granted to NEOs in 2024; “pay versus performance” disclosures state the Company does not use financial performance measures (TSR, net income) to link compensation actually paid, which implies limited formal performance-conditioning of equity across programs . |
Other Directorships & Interlocks
- Other public company boards for Bombach: None disclosed .
- Interlocks of relevance: Frank D. Yeary serves as independent Chair of Intel and is a Mobileye director; Mobileye’s Chair, Safroadu Yeboah‑Amankwah, and director Christoph Schell are senior Intel executives. These ties reflect deep Intel-Mobileye board connectivity under controlled-company governance .
Expertise & Qualifications
- Legal/regulatory governance (SEC reporting, Nasdaq compliance, insider trading policies), executive compensation oversight, corporate finance/M&A, crisis and risk management .
- Education: J.D. (Columbia University); B.B.A. Economics (University of Texas, El Paso) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Patrick Bombach | 12,250 | <1% | As of April 15, 2025; total Class A outstanding 100,496,663; Intel holds all Class B with ~98.6% voting power; Mobileye bans hedging and generally prohibits pledging with limited exceptions . |
Governance Assessment
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Positives:
- Audit Committee fully independent, with Desheh designated “audit committee financial expert” .
- Clawback policy adopted per SEC/Nasdaq; NEO awards subject to clawback; plan prohibits repricing, discounted options, liberal share counting, and tax gross‑ups; double‑trigger change-in-control equity acceleration for CEO only .
- Use of independent compensation consultant (CAP); committee assessed CAP’s independence and found no conflicts .
-
Key risks and RED FLAGS:
- Controlled-company governance: Intel controls ~98.6% of voting power, enabling appointment of non‑independent directors to Compensation and Nominating committees. Bombach, an Intel senior legal executive, chairs the Compensation Committee—this is a significant alignment/conflict concern given Intel’s control and numerous related-party arrangements (Master Transaction, Cross‑License, Tech & Services, Administrative Services, Tax Sharing) that touch Mobileye economics, IP, and resource allocation .
- Say‑on‑pay optics: Very high approval rates (99.3% in 2024; 99.8% in 2023) likely reflect controlled vote outcomes rather than broad minority shareholder endorsement; should be interpreted with caution by investors .
- Pay-for-performance rigor: Company discloses limited use of performance-conditioned equity; 2024 NEO grants were time-based RSUs; “pay versus performance” indicates no financial measures are used to determine compensation actually paid, reducing explicit performance linkage .
- Board refresh/change: 2025 resignation of Compensation Committee Chair (Pambianchi) and subsequent elevation of Bombach to Chair increases Intel influence over pay design; watch for committee process robustness and continued use of independent advice .
Compensation Committee Analysis
| Topic | Detail |
|---|---|
| Committee composition | Bombach (Chair; not independent), Desheh (independent), Yeary (independent) |
| Consultant | Compensation Advisory Partners (CAP) engaged; independence affirmed; services include benchmarking, market trends, plan review |
| Interlocks | No reciprocal compensation committee interlocks disclosed for Mobileye executives (Item 402) |
| Meetings | Compensation Committee held 5 meetings in 2024 (Bombach joined in 2025) |
Related-Party Transactions (Intel)
- Extensive agreements with Intel affect governance signals:
- Cross‑License Agreement with revocable third‑party rights and termination triggers tied to Intel’s ownership levels .
- Master Transaction Agreement: registration rights, potential spin‑off cooperation and restrictions, “most favored status,” anti‑dilution option for Intel to maintain ≥80.1%, indemnities, releases, legal/compliance alignment, non‑solicit—collectively cement Intel’s structural control .
- Administrative Services, Employee Matters, Technology & Services (including radar IP allocation), and terminated LiDAR Product Collaboration, with cost flows and IP ownership delineations .
- Tax Sharing: Intel-controlled consolidated filings; Mobileye liable for allocated amounts; A&R in Aug 2024; payable of $3 million as of Dec 28, 2024 .
- Policy/process: Audit Committee pre-approves related-person transactions; directors with an interest recuse; adherence to Code of Business Conduct .
Other Signals
- Hedging/pledging: Prohibited for directors and employees (with limited exceptions for pledging); derivatives barred .
- Director compensation program (context): Cash retainers plus RSUs; examples for 2024 show cash fees ($60–$80K) and RSU grant fair values (~$215,785) for independent directors; Bombach joined in 2025 and is not included in 2024 disclosures .
- Share reserve governance: Amended 2022 Plan seeking additional 113,104,405 shares (total 153,200,000); notable best practices including no evergreen, no repricing without shareholder approval, no tax gross‑ups, double‑trigger COI acceleration limited to CEO .
Summary View for Investors
- Bombach’s legal and governance expertise is strong, but his Intel role and Compensation Chair position in a controlled company create material perceived and potential conflicts in pay oversight and related-party contexts. Independent structures (Audit Committee; CAP engagement; clawback/plan protections; hedging/pledging bans) partially mitigate, but investors should monitor Compensation Committee decisions, director equity grant practices, and any revisions to compensation philosophy—especially the balance between time-based RSUs and performance-based awards .