After the Stars Come Off
What generals, senior leaders, and executives need to know when considering a Board of Directors career pivot.
I’ve been gradually catching up on phone calls and lunches since going on sabbatical, and I’m trying to pay it forward by writing up the repeat conversations. This one is for the senior government and corporate executives thinking about changing careers and becoming professional board members.
Corporate governance in a nutshell
The way corporate governance works in America is that the stockholders own the company, they elect the board of directors, and the board of directors manages the business. I’m finding that folks are focused on the phenomenal cosmic power, without regard for the itty bitty living space.
The board has one real lever: they appoint the officers of the company. Those officers (think the C-suite) run the company on a day-to-day basis, propose strategies to the board, and implement those strategies.
Yet the board is responsible for overseeing those officers and the entire corporation through a very limited vantage point. Once per quarter they’re sent hundreds of pages of documentation and slides on the current state of the company that they’re responsible for understanding. Then about a week later they have a full-day meeting going over the details, approving or denying the strategies proposed by the officers, and approving the major decisions typically enumerated in the operating agreement: buying a company, declaring bankruptcy, that sort of thing.
Notice that the board does not formally have authority to author or execute a strategy. They can pressure, condition, and reject, but the only hard levers are firing officers and controlling officers’ compensation. This is one reason why experienced CEOs, governance committees, and director candidates themselves all push to confirm cultural fit before acceptance. When the only levers are the nuclear options, no one wants the levers pulled.
Much of this is summed up by the directors’ (and officers’) fiduciary duties. There are two primary ones, and different states (or people) may enumerate them further:
Duty of care requires directors to fully inform themselves and act with care before making decisions. Remember those 1,000 pages you may get per quarter. You don’t read those on the plane. You dedicate time to truly understanding them. I can guarantee that much of it will not be in your subject matter expertise. You will have to understand leases, corporate finance, HR regulations, etc. We’ll dig into more of this later.
Duty of loyalty requires directors to make decisions in the best interest of the corporation and not their own best interests. Be very careful about conflicts of interest if you have multiple directorships, and understand you may be required to approve a decision that hurts your personal professional relationships. A director who must recuse themselves often is also violating their duty of loyalty.
Your protections
Directors and Officers (D&O) insurance. Most companies carry insurance that covers you if you’re sued. Get a copy, read it, understand what they exclude.
Indemnification. Many corporations indemnify directors, meaning they cover litigation expenses and judgments if a breach does occur. But this probably will not protect you if the company goes bankrupt.
Exculpation. Some states allow companies’ incorporation documents to specifically eliminate or limit personal monetary damages if a director breaches certain fiduciary duties.
The business judgment rule. It’s not all scary. Counsel has told me that courts generally do not second-guess board decisions because they do not have the expertise of the board. But you probably have a problem if a plaintiff proves you only opened the 1,000-page pre-read package on the flight the night before the board meeting.
So we’ve covered responsibility and protections. What actually happens if you breach? The shareholders, or possibly the board’s own governance committee, can remove you from the board. Worse, you can be sued by the shareholders (or the corporation). Maybe the D&O insurance or indemnification will cover your personal legal costs. Maybe the exculpation will allow the case to be dismissed quickly. Or maybe you’ll be found in breach where the judge requires you to pay damages to the affected parties. Those damages may or may not be covered by D&O insurance and indemnification. In short, you are at personal risk for being a bad director. Itty bitty living space.
Advice: I found it useful to periodically have our corporate counsel review with us our fiduciary duties around certain big decisions, so the lawyers could point out which regulatory and case-law tigers we were walled into the garden with. We documented the review so we had evidence of making a deliberate effort to understand our duties, before exercising those duties on particularly hard issues.
Minimum bar
So you still want to be on a board of directors. You absolutely must be able to read corporate finance documentation:
A balance sheet enumerates corporate assets and liabilities.
An income statement, aka a profit and loss statement (P&L), splits revenue and costs out among a chart of accounts. This tells you exactly where the company is making and spending money. Special note for defense contracting executives: defense contractors usually conflate P&L responsibility with having a revenue target and a budget. You need to satisfy your duty of care and learn how to actually read an income statement.
Personally, I also believe you should be able to read a cash flow statement, but I’m probably in the minority here.
If you can’t read these documents, you can’t business.
Advice: take the National Association of Corporate Directors’ Financial Oversight online class. Or better, take a university’s executive education course on corporate finance.
Board composition
Boards of directors are smaller than most people think. Each director is generally chosen to provide subject matter expertise oversight to at least one key part of the business. Duplication should be rare and typically only present to provide a graceful transition period before a director retires. So if you want to be on a board, you want to have deep expertise in an area that a company wants to expand into or deliberately grow.
Advice: Most boards have a governance committee that is always looking at recruiting their next generation of board members. Identify the companies you think want to get into a business area where you have deep subject matter expertise, and approach their governance committee chair to have coffee. Identify the companies already present in your area, talk to the board member providing that expertise oversight, and find out if they’re retiring from the board in the next few years. Don’t call the CEO, they work for the board. Call the board.
Advice: small private equity (and probably venture capital) backed companies typically have their boards filled by the investors. PE understands they need board members who also keep the firm abreast of what is going on in the industry so they can 1) understand which companies they should be buying, 2) understand when the right time to sell is, and 3) conduct very deep due diligence. The portfolio company’s board members are also private equity advisors. You get into this space by approaching one of their existing advisors or board members and asking for an introduction to the PE firm. Offer your services for knowing a business model absolutely inside and out, plus everyone in it. You get your foot in the door by helping them conduct deep due diligence on a company they’re thinking of buying. You need to be able to connect your depth of knowledge to their breadth of knowledge. Study hard, you’ve got one shot at most.
Advice: be careful about boards composed of many community pseudo celebrities. That’s where boards can get themselves in deep trouble. The law says the board is responsible for managing the business, and there are consequences for negligence. Walk away, run if you can, when the board is primarily conference speakers, professors, retired generals, congresspeople, etc. Conversely, a board with one of each plus a former CFO is much more robust. The board of directors is not a board of advisors.
Intel as a working example
Let’s look at Intel’s board of directors and my read on what each director’s role is. Intel is one of the world’s great companies and a useful case study right now: they’re working through some serious existential issues, and their board has been deliberately rebuilt over the last 18 months in response. Most of the new members joined under the previous chair’s watch, but the new CEO and incoming chair are now the two people whose composition signals matter most going forward.
The CEO (Lip-Bu Tan). Most companies and educated shareholders believe the CEO is necessary on the board because they have the operational context required to inform the board, and the board can more quickly notice when they need to replace the CEO. Tan’s path to this seat is a textbook governance story all by itself: he originally joined Intel’s board as an independent director in 2022, resigned in protest in August 2024 over disagreements with the prior CEO’s strategy and pace, and returned in March 2025 as CEO after the board fired his rival. Quiet activism that worked. Outside of Intel, Tan ran Cadence Design Systems for 12 years (TSR over 3,200%) and runs Walden International, a venture firm with 30 years of semiconductor portfolio experience. He is arguably the single most networked individual in global semiconductors.
Independent Chair of the Board (Frank Yeary). This surprised me but shouldn’t have. The chair runs the board of directors and sets the agenda for board meetings, tasking the company with what information to prepare. The chair being separate from the CEO implies that the shareholders want additional oversight of the company. Yeary is a former Vice Chairman and Global Head of M&A at Citigroup, so he can guide bringing in outside investment capital if the company needs an infusion of cash. He founded a governance/activism advisory firm (CamberView Partners), so he knows shareholder dynamics better than almost anyone alive. He is a former Vice Chancellor at UC Berkeley, so he can navigate complex organizational politics. Master of the universe. The other subtext is that he can become acting CEO if the board needs to quickly fire the current CEO; in fact he did exactly that, serving as Interim Executive Chair from December 2024 through March 2025 between Gelsinger’s ouster and Tan’s arrival. Worth noting: Intel announced on March 3, 2026 that Yeary will retire at the May 2026 annual meeting after 17 years on the board, with his successor as chair already named.
Former CEO of a networking company Intel acquired (Craig Barratt). You’ll see former CEOs on boards because they bring a breadth of deep knowledge across all aspects of business. Barratt was CEO of Atheros (Wi-Fi silicon, sold to Qualcomm for ~$3.1B in 2011), then ran Google Fiber and Google Access for several years (a hyperscaler-customer perspective on what data center buildouts actually need), then was CEO of Barefoot Networks until Intel acquired it in 2019, at which point he ran a division inside Intel for over a year, so he already knows the place. He sits on the boards of Astera Labs and Ayar Labs, two of the most important AI-interconnect silicon companies of the current cycle. He has a Stanford EE PhD and 30+ patents. He joined Intel’s board in November 2025 as the first director hired entirely under Tan’s watch, and was named incoming Chair of the board in March 2026, succeeding Yeary. Four months from joining the board to being chair-designate is a strong signal: the board wants engineering authority, not banking authority, at its head during the technical execution phase of the turnaround.
Partner at a top venture capital firm (Jim Goetz, Sequoia Capital). He sits atop the Silicon Valley VC world, understands the leading edge of where Intel’s tech customers will be in several years, and can guide Intel to start the long-lead capex investments so semiconductor products are ready as the tech community is ready to buy them. He has a Stanford MS EE. He’s been on the Palo Alto Networks board for two decades, which gives him a real pulse on enterprise security, a non-trivial adjacency given Intel’s confidential-computing and Trusted Domain Extensions positioning. Sequoia gives him taproot intelligence on every AI startup of consequence; if Intel needs to acquire its way into a capability, Goetz is the board member who knows what’s actually for sale and what it’s actually worth.
University president, formerly Dean of Engineering at a very prestigious university (Andrea Goldsmith). PhD in EE. She also co-founded and was CTO of two wireless networking firms, including one that made semiconductors (Quantenna, IPO’d then acquired by ON Semi). I’m starting to get the impression that Intel has a deliberate board composition built around getting deeper into TSMC-style contract semiconductor manufacturing. She also served on the Biden administration’s PCAST council on Science and Technology (2021 to 2025), so she can help navigate political and regulatory waters during the CHIPS Act era. She’s now President of Stony Brook University. Rare profile: published wireless-communications theorist who has also shipped silicon and has Washington science-policy credibility.
Former CEO of a company that made hardware and software for the small-business market (Alyssa Henry, formerly CEO of Square). Square’s seller business is a nice analog for understanding what mid-market and small-enterprise buyers actually do with technology. Before Square she spent eight years as VP of AWS Storage Services, running S3, EBS, and helping launch Lambda. So she is the board’s most credentialed cloud-infrastructure director; she ran the exact services that Intel’s data center CPU business has historically depended on. Her degree is not on the bio I read, but she has a CS background. She briefly served as the board’s Lead Independent Director during the December 2024 to March 2025 CEO transition, which tells you what her colleagues think of her judgment in a crisis.
Former CEO of ASML (Eric Meurice). ASML is the global economy’s linchpin of advanced semiconductor manufacturing; the only company on earth that can sell you EUV lithography. Meurice ran it from 2004 to 2014, the decade during which EUV was developed and commercialized. Before ASML he was EVP at Thomson, GM of Dell’s European business, led marketing for ITT Semiconductors, and (a detail worth noting) actually started his career at Intel in the 1980s. Three master’s degrees: STEM, economics, and an MBA from Stanford. He joined Intel’s board in December 2024. He is the single director most qualified to judge whether Intel 18A and 14A will actually ramp on schedule, and to apply pressure on management when they don’t.
Co-founder of an investment management firm in the 1980s, grew it to be the world’s largest as Vice Chairman (Barbara Novick, BlackRock). Novick is not the macroeconomist I would have guessed at first; she founded BlackRock’s Global Public Policy and Investment Stewardship groups, which means she spent a decade-plus thinking about how the world’s largest asset manager engages governments and votes its proxies. She chairs Intel’s Governance committee. Given that Intel’s shareholder base now includes the U.S. government at 9.9%, NVIDIA’s $5B common-stock investment, SoftBank’s $2B stake, and the usual passive giants, having a director who can think like a universal owner and manage proxy/governance optics is operationally invaluable.
Chairman and current CEO of a semiconductor company (Steve Sanghi, Microchip Technology). I assumed he was a turnaround expert at first, but the more accurate framing is operational discipline and serial M&A integration: he ran Microchip from 1991 to 2021 and grew it from roughly $10M to $44B in market cap with 121 consecutive profitable quarters, completing 20+ acquisitions along the way. He’s currently back as Microchip’s interim CEO. He’s also an Intel alumnus from 1978 to 1988, making him another former Intel insider on the current board. Joined Intel December 2024. The simultaneous Meurice and Sanghi appointments are the deliberate two-pronged signal: Meurice for foundry/lithography credibility, Sanghi for profitability rigor. He has an MS EE.
Former CFO of Boeing (Greg Smith). He’s the audit guy on the board, chairs the Audit and Finance Committee, and is one of three SEC-designated financial experts on the board. He was Boeing’s interim CEO during the 737 MAX grounding and the COVID demand collapse, which is an unusually direct analog to Intel’s current situation: capital-intensive manufacturing, defense-industrial-base customer base, multi-year product cycles, and a financial crisis layered on top. He is now also Chair of American Airlines. Worth noticing that his entire career arc is at companies that make giant expensive things in giant expensive factories, exactly the operational profile of Intel Foundry.
Thirty-year Intel veteran (Stacy Smith). He appears to have run many parts of the company including manufacturing, operations, and finance. He was CFO for over a decade, then ran worldwide manufacturing, operations, and sales before leaving in 2018. After Intel, he became Executive Chairman of Kioxia (the NAND flash business carved out of Toshiba and IPO’d in 2024), so he has live, current memory-fab perspective. This guy knows Intel inside and out from when they were the dominant company in the space. They’re bringing back leadership that they wish had not left. He sits on the Audit and Finance Committee, and also chairs Autodesk and sits on Wolfspeed (silicon carbide). He is the single most consequential addition of this entire reshuffle.
Former CEO of HP Inc. (Dion Weisler). He knows large computer manufacturing corporations inside and out. Before running HP Inc., he was COO of Lenovo Asia-Pacific, which is unusually relevant given the China dimension of every semiconductor strategy conversation right now. He represents the customer voice from Intel’s largest historical end-market (PCs). He chairs Intel’s Talent and Compensation Committee and sits on Thermo Fisher, BHP, and Qantas, an unusually diversified industrial portfolio that tells you he’s a generalist operator more than a tech specialist.
One more pattern worth noticing: this is the analytical move I want you to take with you. Read the gaps as carefully as you read the additions. This Intel board has heavy semiconductor-operator depth and three audit-committee financial experts (highly unusual for a tech company), which tells you what management thinks the next two years are about: executing the foundry pivot and restoring financial discipline. But the same composition has no director with deep AI-software or hyperscale-training experience, no large fabless customer representation, and no one with current government or cleared-defense credentials even though the U.S. government just took a 9.9% equity stake and Intel runs the federal Secure Enclave program. Reading those gaps tells you where management thinks they have it covered through other channels (in this case, hires into the executive ranks rather than the boardroom), and tells you where the next governance crisis is most likely to surface. Train yourself to read both the additions and the gaps. That’s the analytical exercise I want you to walk away with and perform to initiate a career pivot.
Note for (former) government executives
Defense contractors have a rule of thumb that former government executives will be used up in 3 to 5 years. You will be brought on for your rolodex to provide access into the government, and to share your deep understanding of where the government is going. The conundrum is that your rolodex will quickly be used up, and your knowledge will fade more quickly than you expect. One of your jobs on the board is to stay deeply involved in the cross-government and industry associations and think tanks. You’re not retired.
Advice: use your continuing education requirements (and budget) to take dual-purpose executive education courses. It will benefit both the government and your own future career prospects outside the government for you to deeply understand how business works. All the top business schools have amazing courses that last from one day to a full summer. They look great on a potential board member’s CV too.
Advice: most corporate executives want more face time with board members. Assuming the CEO concurs, you can ask for one-on-one time with executives to help get you up to speed on different aspects of the business. For instance, you can ask the CFO to spend a few hours with you explaining the subtlety in the P&L statements and how their team highlights the aspects they think you should pay particular attention to. Something I did as CEO was ask our CFO to use our own financial reporting reviews to teach me one thing they thought I needed to learn about finance, every month.
Note for (former) corporate executives
The reason you see so many former CEOs on boards is that the position forces the person to become an expert across the company’s entire market, and to deeply understand business. They understand HR, finance, real estate, culture, management, talent pipelines, long-range planning, dealing with disasters; and they understand how those all work together in a company.
Corporate VPs are perceived as having much narrower expertise, just in their constituent organization’s product or functional area. Even if your deep expertise is specific to an area a company wants to enter, you will make a much stronger candidate the more of corporate operations you have been involved in.
Advice: executives below the President or C-Suite level in larger organizations often specialize without the career broadening experience required for a board of directors position. You can get this by being deeply involved with or leading M&A due diligence and integration activities. It’s a forcing function to learn the breadth of your enterprise operations to the point where you can integrate two companies into one. This is really important, you need to understand why things are done the way they are done, not just the what and the how. That’s director level understanding.
A word of caution
The CEO and large investors generally want a board that says “yes” to them. But you as a director face personal liability if you’re a rubber stamp, or if you’re not providing the oversight you have a duty to provide. If you’re perceived as a pain in the ass, then your tenure as a director will not extend past one term, on one board. You must provide, and be perceived as providing, more value than what your rigor costs. A good board member isn’t a retirement job. They work their ass off, and they’re worth their weight in gold.