Saf Yeboah-Amankwah

About Saf Yeboah-Amankwah

Safroadu (“Saf”) Yeboah-Amankwah, age 54, has served on Mobileye’s Board since October 2022 and became Chair of the Board in January 2025. He is Senior Vice President and Chief Strategy Officer at Intel (Mobileye’s controlling stockholder) since 2020, and previously was a Senior Partner at McKinsey where he led the global Transformation Practice for TMT and served as Managing Partner for the South Africa practice. He holds a B.S. and M.Eng. from MIT. Independence status: not independent under Nasdaq rules (Mobileye relies on controlled company exemptions). Attendance: directors averaged 96% attendance in 2024 with each ≥75%. Lead Independent Director: Claire C. McCaskill. Intel holds ~98.6% of total voting power.

Past Roles

External Roles

Board Governance

• Roles: Chair of the Board (since Jan 2025) and Chair of the Nominating & Corporate Governance Committee (NCGC). Not independent; Mobileye uses Nasdaq “controlled company” exemptions to permit non‑independent chairs on NCGC and Compensation. Audit remains fully independent per SEC/Nasdaq rules.
• Committee memberships (2024 activity/counts):
  • Audit: Desheh (Chair), McCaskill, Yeary; 12 meetings; all independent; Desheh is audit committee financial expert.
  • Compensation: Bombach (Chair; not independent), Desheh, Yeary; 5 meetings.
  • NCGC: Desheh, McCaskill, Yeboah‑Amankwah (Chair); 4 meetings.
• Board leadership: Lead Independent Director is Claire C. McCaskill; duties include setting agendas with CEO/Chair and leading executive sessions.
• Attendance: Board held 7 regular and 3 special meetings in 2024; average director attendance 96%; each director ≥75%.
• Controlled company: Intel beneficially owns all Class B shares, ~98.6% of voting power; Mobileye relies on controlled company exemptions for majority-independent board and fully independent comp/NCGC.

Fixed Compensation (Director)

• Mobileye’s standard non‑employee director program (illustrative from 2024 8‑K for a new independent director): $60,000 annual cash retainer paid quarterly and $200,000 in RSUs vesting 100% on first anniversary, subject to continued service. This reflects the program design; it does not indicate what, if anything, Mr. Yeboah‑Amankwah receives.

Performance Compensation (Director)

• No performance-based (PSU/TSR) metrics disclosed for director compensation. Mr. Yeboah‑Amankwah’s 2024 entry is “N/A,” indicating Mobileye did not report cash/equity director compensation for him for 2024.

Other Directorships & Interlocks

Expertise & Qualifications

• Strategy, transformation, M&A, operations across technology, media, and telecom; deep experience advising tech companies on growth and operations.
• Technical education: B.S. and M.Eng., MIT.

Equity Ownership

• Hedging and pledging: Mobileye prohibits hedging/short sales/options and generally prohibits holding in margin accounts or pledging company stock, with limited exceptions.

Related-Party Exposure

• Intel-related agreements: Administrative Services Agreement with Intel (auto-renews quarter-to-quarter post-initial term); Mobileye paid $3 million in 2024 under this agreement. Employee Matters Agreement allocates various employee/benefit liabilities between Intel and Mobileye.
• Governance control: Intel’s ~98.6% voting power enables control over director elections; Mobileye relies on controlled company exemptions.
• Audit Committee authority: reviews and pre-approves related person transactions; remains fully independent.

Compensation Committee Analysis (Structure & Practices)

• Composition (2025): Bombach (Chair, not independent), Desheh, Yeary; 5 meetings in 2024; uses compensation consultant Compensation Advisory Partners (CAP) for director and executive comp benchmarking.
• Policies: Dodd-Frank compliant clawback policy adopted Sept 7, 2023; applies to NEO incentive comp for 3-year lookback upon restatement; no tax gross-ups; independent audit committee oversight.
• Say‑on‑pay support: 99.8% (2023) and 99.3% (2024), indicating strong shareholder support for executive pay programs.

Governance Assessment

• Strengths

  • Audit Committee is fully independent; financial literacy verified; audit committee financial expert designated. Related‑party transactions are subject to Audit Committee pre‑approval.
  • Robust board engagement: 96% average attendance with each director ≥75%. Independent lead director role with clear responsibilities.
  • Clawback policy in place; anti‑hedging/anti‑pledging rules; no tax gross‑ups; equity plan prohibits option repricing without shareholder approval; separate annual compensation limit for non‑employee directors.

• Risks and red flags

  • Independence/conflict: Mr. Yeboah‑Amankwah is not independent and serves as both Board Chair and NCGC Chair while serving as Intel’s CSO; Mobileye relies on controlled company exemptions, and Intel holds ~98.6% voting power. This concentration can weaken minority shareholder protections and raises conflict risk in nominations/governance matters.
  • Interlocks: Multiple Intel linkages on Mobileye’s board (e.g., Intel EVP/CCO Christoph Schell; Intel chair Frank Yeary who temporarily became Intel interim executive chair and left Mobileye Audit during that period), elevating perceived influence of Intel on Mobileye oversight.
  • Related‑party transactions: Ongoing services and employee agreements with Intel (e.g., $3M Administrative Services in 2024) create recurring related‑party exposure requiring vigilant oversight.

• Director compensation transparency

  • Mobileye reported “N/A” for Mr. Yeboah‑Amankwah’s 2024 director compensation despite his board service, likely reflecting his Intel employment and controlled company context; investors may seek clarity on whether he forgoes Mobileye director fees/equity, as this impacts alignment and potential conflicts.

Overall implication for investors: Governance is shaped by Intel’s control; while core safeguards (independent Audit, clawback, anti‑hedging) are present, the Chair/NCGC Chair’s non‑independent status and Intel interlocks necessitate heightened scrutiny of board nominations, related‑party transactions, and potential conflicts, especially where Mobileye and Intel interests may diverge.