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DEF 14A of Intel Corp
Filed Mar 28, 2024 · FY20230000050863-24-000057
Corporate Governance Roadmap
Corporate Governance Roadmap Intel has long maintained strong corporate governance guided by values of transparency, responsiveness, and accountability. These values are reflected in the Board’s composition, skills, practices, structure, engagement and oversight.
Corporate Governance Roadmap
| | Board Overview See pages 18-19> | ▪Intel's Board is composed of 13 highly qualified directors with a diverse mix of skills, experiences, and backgrounds ▪85% are independent, 77% have diverse backgrounds (gender, racial/ ethnic, geographic and/or has a disability), and the Board has an average tenure of 4.9 years and average age of 61 years | | | Board Skills See pages 20-21> | ▪Intel’s Board has the appropriate mix of skills and experiences to oversee Intel's business strategy and transformation agenda to regain process technology leadership, build a world class system foundry business, and enable customers’ AI solutions, all undertaken with financial discipline ▪Strong history of Board refreshment, with eight directors added in the last five years, enhancing the Board's strategic skill set in multiple areas - semiconductor, industry and IT/technical; operational and manufacturing; emerging technologies and business models; global/international; human capital; government, legal, regulatory, and policy; and financial expertise | | | Board Composition and Refreshment See pages 22-31> | ▪Rigorous and ongoing Board refreshment process, with an annual review of skills, experiences, backgrounds, and contributions of individual directors as part of the annual director nominating process, annual Board self-assessment, and ongoing evaluations of the skills needed on the Board and of potential director candidates ▪Proactive year-around stockholder engagement process with director participation so that the Board receives on-going input from stockholders as part of its robust annual director process for director selection/nomination | | | Board Structure and Engagement See pages 32-35> | ▪Intel's independent Board Chair, Mr. Yeary, is highly qualified to serve in that role and has clearly defined responsibilities ▪The Board has four regular standing committees, with independent and robust committee chairs, and creates other ad hoc committees as business needs arise ▪The Governance Committee regularly evaluates whether committee composition appropriately reflects new perspectives and the right mix of skills and experiences, and made several recent membership changes ▪Our directors attended on average 97% of their 2023 Board and applicable committee meetings and received frequent Intel strategy and business updates | | | Board Accountability See pages 36-37> | ▪Our relationship with our stockholders is important and we conduct ongoing stockholder engagement; in 2023 we contacted stockholders representing 68% of Intel's institutionally held shares ▪Stockholder feedback is communicated to the relevant committees on a regular basis throughout the year and to the full Board at least once a year ▪In 2023 we made several enhancements to our practices and disclosures in response to our stockholders' feedback | | | Board Oversight See pages 38-43> | ▪The Board has robust oversight processes to oversee Intel's strategy, enterprise risk management, and human capital management ▪While the full Board has primary responsibility, it also assigns specific oversight duties to the committees based on their areas of expertise ▪The Board also actively oversees corporate social responsibility matters, with the Governance Committee primarily supporting such efforts ▪Cybersecurity oversight is an important risk that Intel looks to manage, with the Audit Committee and Board receiving regular updates ▪Other important areas of Board oversight are ethics and legal and regulatory compliance |
Corporate Governance Roadmap
| 2024 PROXY STATEMENT | 17 |
Corporate Governance Roadmap
| Board Overview Committees Key Qualifications | Age: 63 Director Since: 2021 Committees: None | Patrick P. Gelsinger CEO, Intel Brings 40+ years of semiconductor industry leadership experience, including extensive knowledge of Intel’s operations and culture, where he has served for over 30 years, became Intel’s first chief technology officer, and drove the creation of key industry technologies such as USB and Wi-Fi. | | | | | Public Boards ▪Mobileye Global (Intel subsidiary) | Skills & Expertise | | | Age: 58 Director Since: 2019 Committees: C M | James J. Goetz Partner, Sequoia Capital Brings a keen understanding of evolving technologies and a strong track record of helping companies capitalize on disruptive innovation as a long-tenured partner at a venture capital firm, as well as substantial operating experience, a growth mindset, and significant private and public company board experience. | | | | | Public Boards ▪Palo Alto Networks | Skills & Experience | | | Age: 59 Director Since: 2021 Committees: A | Andrea J. Goldsmith Dean of Eng. & App. Sci., Eng. Prof., Princeton Univ. Brings considerable industry and technical understanding as an accomplished academic, engineer, inventor, and entrepreneur (known for her highly acclaimed foundational work in wireless communications), as well as a strong commitment to diversity and inclusion, having advocated for increased diversity in the STEM disciplines. | | | | | Public Boards ▪Medtronic ▪Crown Castle | Skills & Experience | | | Age: 53 Director Since: 2020 Committees: C M | Alyssa H. Henry Former Square CEO, Block Brings 25+ years of experience in software engineering and development of database and storage technologies, which is particularly useful as Intel moves to being a data-centric company and the next phase of our IDM 2.0 strategy, as well as substantial senior leadership experiences overseeing successful expansions of businesses into other technology services. | | | | | Public Boards ▪Confluent | Skills & Experience | | | Age: 68 Director Since: 2017 Committees: A G | Omar Ishrak Former Exec. Chair. & CEO, Medtronic Brings substantial experience identifying and developing emerging technologies and overseeing strategic acquisitions through his senior leadership roles in the medical technology industry, as well as a strong track record of building diverse and inclusive workplace cultures and advocating for global partnerships, having served as a member of the Board of Trustees of the Asia Society. | | | | | Public Boards ▪Amgen ▪Allurion Technologies | Skills & Experience | | | Age: 69 Director Since: 2018 Committees: C G | Risa Lavizzo-Mourey Prof. Emerita, Univ. of Penn. Brings extensive leadership experience as former President and CEO at the nation's largest healthcare-focused philanthropic organization, as well as government experience from her healthcare government appointments and extensive public company board and governance experience. | | | | | Public Boards ▪GE Healthcare Technologies ▪Merck | Skills & Experience |
Corporate Governance Roadmap
| 18 | |
Corporate Governance Roadmap
| | | | 85% Independent 61 years Average Age 4.9 years Average Tenure 38% Women 31% Racially/Ethnically Diverse 31% Geographically Diverse 8% Has a Disability 77% Diverse Backgrounds 7 New Non-employee Directors Since 2019 30 Board (5) and Committee (25) Meetings in 2023 97% Average Attendance for Directors at Board and Committee Meetings in 2023 | | Age: 60 Director Since: 2016 Committees: G | Tsu-Jae King Liu Dean & Eng. Prof. - College of Eng., UC, Berkeley Brings a wealth of industry and technical expertise directly related to Intel's semiconductor device R&D and manufacturing, as well as an innovative spirit, holding more than 90 patents and numerous awards for her research (especially relevant are her contributions to fin-shaped field-effect transistor design, "FinFET"). | | | | | Public Boards ▪MaxLinear | Skills & Expertise | | | Age: 63 Director Since: 2022 Committees: A G | Barbara G. Novick Co-Founder, Former Vice-Chair., Snr. Adv., BlackRock Brings deep experience in investment, finance, and public policy, as well as broad business acumen, as the co-founder and former leader of the largest global asset manager, enabling her to be a strong advocate for the interests of Intel's stockholders as Intel continues its strategic transformation. | | | | | Public Boards ▪None | Skills & Experience | | | Age: 57 Director Since: 2017 Committees: A FE | Gregory D. Smith Former CFO & EVP, Enterprise Ops., Boeing Brings operational and financial expertise as the former CFO of the world's largest aerospace company, including significant international experience dealing with foreign governments on market access and regulation and business development experience, having overseen the venture capital arm of Boeing. | | | | | Public Boards ▪American Airlines | Skills & Experience | | | Age: 61 Director Since: 2024 Committees: A FE | Stacy J. Smith Exec. Chair, Kioxia Brings deep semiconductor industry; financial and accounting expertise; operating and manufacturing; and sales, marketing, and brand management expertise acquired over nearly 30 years of experience, including as the former Group President of Manufacturing, Ops. & Sales and EVP, CFO & Director, Corporate Strategy of Intel. | | | | | Public Boards ▪Autodesk ▪Wolfspeed | Skills & Experience | | | Age: 64 Director Since: 2022 Committees: M | Lip-Bu Tan Former Exec. Chair. & CEO, Cadence Design Systems Brings software and semiconductor expertise through his leadership of a computational software company providing solutions for the design and development of complex semiconductor chips and electronic systems, as well as deep industry relationships and significant public company board experience. | | | | | Public Boards ▪Credo Technology Group ▪Schneider Electric | Skills & Experience | | | Age: 56 Director Since: 2020 Committees: C M | Dion J. Weisler Former President & CEO, HP Brings technical industry knowledge and a deep understanding of the Intel customer experience as the former CEO of HP, as well as valuable public company directorship experiences and a dedication to corporate responsibility, having championed diversity, inclusion, and sustainability in prior leadership roles. | | | | | Public Co. Boards ▪Thermo Fisher Scientific ▪BHP | Skills & Experience | | | Age: 60 Director Since: 2009 Committees: G M | Frank D. Yeary Indep. Board Chair, Intel; Principal, Darwin Capital Advisors Brings investment banking and global M&A experience through his service as a board member for numerous venture stage companies, as well as corporate governance, stockholder engagement and board best practice experience from his role in founding and leading a major corporate governance advisory firm. | | | | | Public Boards ▪Mobileye Group (Intel subsidiary) ▪PayPal | Skills & Experience | |
Corporate Governance Roadmap
| 2024 PROXY STATEMENT | 19 |
Corporate Governance Roadmap
| | Board Skills |
Corporate Governance Roadmap
Listed below are the skills and experiences we consider important for our director nominees in light of our current business strategy, structure, and market dynamics. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list.
Corporate Governance Roadmap
| | Skill and/or Experience | | Link to Strategic Pillars and Transformation Agenda | | | | Semiconductor, Industry, and IT/Technical Experience | Key to understanding the highly sophisticated design, manufacturing and assembly and test of semiconductor products, our R&D efforts, and the technology ecosystems and markets in which we participate, particularly as we seek to regain process technology leadership and develop a foundry business. | | | | Operating and Manufacturing Experience | Valuable asset in overseeing our large scale global R&D, manufacturing, and assembly and test organization, our significant capacity expansion plans, our IDM 2.0 strategy to run transform the organization, and our efforts to develop a foundry business. | | | | Emerging Technologies and Business Models Experience | Important given Intel’s highly competitive and rapidly changing industry, where emerging technologies, such as AI, and new business models can rapidly disrupt even the most well-thought-out strategy. | | | | Business Development and M&A Experience | Provides insight into developing and implementing business growth strategies, assessing “make” vs. “buy” decisions, analyzing the “fit” of a proposed acquisition, valuing transactions, assessing management’s plans for integration and unlocking stockholder value. | | | | Global/International Experience | Provides valuable business and cultural perspectives for Intel’s global R&D, manufacturing, assembly and test, and sales (with the majority of our revenue coming from non-US sales), with continued international investments and manufacturing capacity expansions. | | | | Sales, Marketing, and Brand Management Experience | Provides expertise and guidance as we seek to grow sales of our products and foundry services, and enhance our brand. | | | | Human Capital Experience | Of importance to attracting and retaining top talent in a highly competitive market for senior technology leaders, including in areas such as high performance and cloud computing and AI, as we seek to deliver on our growth and transformation strategy. | | | | Senior Leadership Experience | Provides an ability to analyze, shape, and oversee the execution of important operational and policy issues. Positions at businesses or organizations that are global, face significant competition, or involve technology or other rapidly evolving business models are particularly helpful. | | | | Financial Expertise | Knowledge of financial markets and accounting and financial reporting enables oversight of Intel’s capital structure, financing and investing activities, efforts to improve our operational efficiencies, and our financial reporting and internal controls. | | | | Cybersecurity/Information Security | Experience managing cybersecurity and information security risks or understanding the cybersecurity threat landscape provides valuable knowledge and guidance to the Board in its oversight of the company’s broad and significant cybersecurity and product security risks. | | | | Government, Legal, Regulatory, and Policy Experience | Government regulatory and policy experience is valuable as we engage with governments around the world on significant regulatory and public policy issues, including with respect to emerging technology, such as AI, regulations of trade and the semiconductor supply chain. | | | | Public Company Board Experience | Provides understanding of good public company board and corporate governance practices, board dynamics and operations, the board-CEO/senior management relationship, stakeholder expectations and responsiveness, and appropriate oversight as the company undergoes significant transformation. |
Corporate Governance Roadmap
| 20 | |
Corporate Governance Roadmap
| | | | | | | | | NEW2022 | | NEW2024 | NEW2022 | | | | | | | | | | | | | | | | | | | Experience Highlights | | Semi/Ind | | | | | | | | | | | | | | Gelsinger - CEO, Intel Goetz - Partner, Sequoia Capital Goldsmith - Dean, Princeton Engineering Liu - Dean, UC Berkeley College of Engineering Tan - CEO, Cadence Design Systems | | Op/Man | | | | | | | | | | | | | | Gelsinger - CEO, Intel Ishrak - CEO, Medtronic and CEO, GE Healthcare G. Smith - CFO, Boeing S. Smith - Grp. Pres., Manufacturing, Ops. & Sales, Intel Weisler - CEO, HP and COO, Lenovo | | Em Tech | | | | | | | | | | | | | | Henry - Square CEO, Block and VP, Amazon Goetz - Partner, Sequoia Capital Goldsmith - Co-founder and CTO, Plume WIFI Liu - Dean, UC Berkeley College of Engineering Tan - Chairman, Walden International | | Bus Dev | | | | | | | | | | | | | | Goetz - Partner, Sequoia Capital Ishrak - CEO, Medtronic and CEO, GE Healthcare S. Smith - CFO and Dir., Corporate Strategy, Intel Tan - Chairman, Walden International Yeary - Global Head of M&A, Citigroup | | Glob/Int | | | | | | | | | | | | | | Ishrak - CEO, Medtronic and CEO, GE Healthcare G. Smith - CFO, Boeing Weisler - CEO, HP and COO, Lenovo; Thermo Fisher, BHP Group boards; Japan and Australia experience Yeary - Global Head of M&A, Citigroup | | Sales | | | | | | | | | | | | | | Henry - Square CEO, Block and VP, Amazon Ishrak - CEO, Medtronic and CEO, GE Healthcare Novick - Global Acct. Mgmt. Group Head, BlackRock S. Smith - Grp. Pres., Manufacturing , Ops. & Sales, Intel Weisler - CEO, HP | | Hum Cap | | | | | | | | | | | | | | Lavizzo-Mourey - CEO, Robert Wood Johnson Foundation Liu - Dean, UC Berkeley College of Engineering Novick - Co-founder and Vice Chair, BlackRock Yeary - Vice Chancellor, UC Berkeley | | Snr Ldr | | | | | | | | | | | | | | Henry - Square CEO, Block and VP, Amazon Lavizzo-Mourey - CEO, Robert Wood Johnson Foundation Novick - Co-founder and Vice Chair, BlackRock Tan - CEO, Cadence Design Systems | | Fin | | | | | | | | | | | | | | G. Smith - CFO, Boeing S. Smith - CFO, Intel Tan - CEO, Cadence Design Systems Weisler - CEO, HP Yeary - Darwin Capital, Principal | | Cyber | | | | | | | | | | | | | | Gelsinger - CEO, VMware Goetz - Palo Alto Networks board Henry - Square CEO, Block and VP, Amazon G. Smith - EVP, Enterprise Operations, Boeing Weisler - CEO, HP and COO, Lenovo | | Govt, Leg | | | | | | | | | | | | | | Goldsmith - US President’s Council of Advisors, IEEE, National Academy of Engineering Lavizzo-Mourey - White House Health Care Reform Task Force and health care agency deputy admin. Novick - Gov’n Relations & Pub Policy Head, BlackRock | | Pub Co | | | | | | | | | | | | | | Goldsmith - Medtronic, Crown Castle Ishrak - Amgen, Allurion, Medtronic Lavizzo-Mourey - GE Healthcare, Merck Liu - MaxLinear S. Smith - Autodesk, Wolfspeed |
Corporate Governance Roadmap
| 2024 PROXY STATEMENT | 21 |
Corporate Governance Roadmap
| | Board Composition and Refreshment |
Corporate Governance Roadmap
The Governance Committee establishes procedures for director nominations and recommends candidates for election to the Board. The committee has a robust and ongoing process to assess the skills and make-up of the Board.
Director Nominees
Director Nominees
Director Nominees
| Experience Summary As a seasoned industry veteran with over 40 years of experience in semiconductor, software, and cloud computing and data storage industries and in his role as our CEO, Mr. Gelsinger brings significant senior leadership, global, industry, human capital, sales, operating, business development and M&A, and public company board experience to the Board. Mr. Gelsinger has gained extensive operating and manufacturing, sales, emerging technologies, M&A, and information security experience from serving in a variety of senior management roles, including as CEO and COO, at leading multinational software, information security and computing companies like VMware and EMC. Having started his career at Intel, he has over 30 years of direct knowledge and experience in Intel’s culture, business development, strategy, and growth. Mr. Gelsinger also brings human capital and technical experience from his various senior leadership roles. | | Patrick P. Gelsinger CEO Age: 63 Director Since: 2021 Committees None Birthplace United States | | Executive Roles Intel (2021-Present, 1979-2009) ▪Director and CEO (2021-Present) ▪SVP, Co-GM, Digital Enterprise (2005-2009) ▪SVP, CTO (2001-2005) VMware, Inc., a cloud computing and virtualization software and services provider ▪Director and CEO (2012-2021) EMC Corp., a data storage, information security and cloud computing company ▪President and COO, EMC Info. Infrastructure Products (2009-2012) | Other Public Boards Mobileye Global Inc., Intel’s autonomous driving technology subsidiary Notable Affiliations Institute of Electrical and Electronics Engineers ▪Fellow National Academy of Engineering ▪Member President’s National Security Telecommunications Advisory Committee ▪Member | | | “Semiconductors are essential to maintaining and enabling modern society and there are infinite possibilities as we enter the age of AI. Our strategy for reclaiming process and product leadership, bringing AI everywhere, and driving a resilient, diverse, and balanced supply chain, puts Intel in the position to help define the future of technology.” | | |
Director Nominees
| 2024 PROXY STATEMENT | 25 |
Director Nominees
| James J. Goetz Independent Age: 58 Director Since: 2019 Committees C and M Birthplace United States | Experience Summary Mr. Goetz brings to the Board senior leadership, industry and information technology (IT), emerging technologies, business development, and cybersecurity experience from his experience as a partner of a venture capital firm, where he focuses on cloud, mobile, and enterprise technology investments, as well as providing guidance and counsel to a wide variety of internet and technology companies, and his prior work in networks, data security and storage, software, and manufacturing through various senior roles and other board experiences. He assembled and led a team that pioneered end-user performance management. Mr. Goetz’s experience with internet and technology companies brings depth to the Board in areas that are important to Intel’s business as it moves from a CPU to a multi-architecture xPU company, from silicon to platforms, and from a traditional IDM to a new, modern IDM. | | | | Executive Roles Sequoia Capital Operations LLC, a venture capital firm ▪Partner (2004-Present) VitalSigns Software, a software design, development, and strategy company (1996-1999) ▪Co-founder | Prior Board Memberships Barracuda Networks Inc., a data security and storage company (2009-2017) Ruckus Wireless Inc., a wireless (Wi-Fi) networking equipment manufacturer (2012-2015) Other Public Boards Palo Alto Networks Inc., a network security solution company | | “As a Board, we are focused on evaluating opportunities to unlock value for stockholders, such as the Mobileye initial and secondary public offerings, our SCIP partnership with Brookfield, and the sales of minority interests in IMS and PSG.” | | | | Andrea J. Goldsmith Independent Age: 59 Director Since: 2021 Committees A Birthplace United States | Experience Summary Dr. Goldsmith brings to the Board industry and technical, emerging technologies, business development, public company, and government/regulatory experience. She is an accomplished academic, engineer, and inventor with more than two decades of experience at Stanford and Princeton in the fields of electrical engineering and applied science, with highly acclaimed, foundational work in wireless communications. Her research, which focused on the fundamental performance limits of wireless systems, especially with regard to 5G wireless, the mobile Internet of Things (IoT), smart grid design, and the applications of communications and signal processing to biology and neuroscience, directly relates to Intel’s data-centric business opportunities. As a Co-founder and Chief Technology Officer (CTO) of Plume WiFi and Quantenna Communications, Dr. Goldsmith gained valuable entrepreneurial, business development, and emerging technologies experience. She has significant public company board experience from her service with Medtronic and Castle Crown and is also an advocate for increased diversity in science, technology, engineering, and mathematics (STEM). | | | | Executive Roles Princeton University (2020-Present) ▪Dean of Engineering and Applied Science ▪Arthur LeGrand Doty Prof. of Electrical and Computer Engineering Stanford University ▪Stephen Harris Prof. of Engineering (2012-2020) Plume WiFi (formerly Accelera, Inc.), a provider of software-defined wireless networking technology ▪Co-founder and CTO (2010-2014) Quantenna Communications (formerly mySource Communications, Inc.), a silicon chipset producer for high-speed, wireless networking ▪Co-founder and CTO (2005-2009) | Other Public Boards Medtronic plc, a medical device company Crown Castle Inc., a REIT and shared communications infrastructure provider Notable Affiliations US President’s Council of Advisors on Science and Technology ▪Member (2021-Present) Institute of Electrical and Electronics Engineers ▪Fellow ▪Founding Chair, Board Committee on Diversity, Inclusion, and Professional Ethics (2019-2023) | | “I am proud of the Board’s strong partnership with the company’s remarkable government affairs and public policy teams. Together, we have navigated global challenges and headwinds, supported unprecedented government investments and incentives catalyzing the industry’s growth, and helped navigate a challenging geopolitical environment.” | | |
Director Nominees
| A = Audit & Finance Committee | G = Corporate Governance and Nominating Committee | | C = Talent and Compensation Committee | M = M&A Committee |
Director Nominees
| 26 | |
Director Nominees
| Experience Summary Alyssa Henry brings senior leadership, industry and IT, emerging technologies and business models, and information security expertise to the Board from executive experience at a mobile payment processing company, including overseeing its expansion into other technology services for small businesses, and by leading the software development segment of a multinational technology company that focuses on e-commerce, cloud computing, digital streaming, and artificial intelligence. Alyssa Henry’s more than 25 years of experience in software engineering and development of database and storage technologies is particularly useful to the Board as Intel moves from a PC-centric to a data-centric company and into the next phase of our IDM 2.0 strategy. | | Alyssa H. Henry Independent Age: 53 Director Since: 2020 Committees C and M Birthplace United States | | Executive Roles Block Inc. (formerly Square, Inc.), a software, hardware and financial services provider for small businesses and individuals ▪Square CEO (Feb 2023-Oct 2023 (retired)) ▪Square Lead, and Block Infrastructure & Information Security Lead (2021-Feb 2023) ▪Seller Lead (2014-2021) Amazon Inc. (2006-2014), a multinational technology company ▪VP, Amazon Web Services Storage Services ▪Director of Software Development for Ordering | Microsoft Corporation, a multinational technology company ▪12 years of engineering, program management, and product unit management roles - working on databases and data access technologies Other Public Boards Confluent Inc., a data infrastructure software company Recent Public Boards Unity Software Inc., a video game software development company | | | “We see the AI workload as a key driver of the $1 trillion semiconductor total addressable market (TAM) by 2030. As AI moves beyond the cloud, the Board believes Intel is uniquely positioned to achieve its mission to bring AI everywhere with its broad product portfolio, IP, and ecosystem reach that empowers customers to seamlessly integrate and effectively run AI in all their applications from the cloud, through the network, into the enterprise, client, and edge.” | | | | Experience Summary Dr. Ishrak brings senior leadership, operating and manufacturing, and international expertise to the Board from his position as former Chairman and CEO of Medtronic and his long history of success as a global executive in the medical technology industry. From his CEO roles at Medtronic and GE Healthcare, Dr. Ishrak has extensive experience identifying and developing emerging technologies and has overseen a number of strategic acquisitions, enabling him to bring business development and M&A experience to the Board. Earlier in his career, Dr. Ishrak held various product development and engineering positions at Diasonics Vingmed and Philips Ultrasound. Dr. Ishrak also provides technical, human capital, and brand marketing expertise from his role as a leader of a global medical technology company. | | Omar Ishrak Independent Age: 68 Director Since: 2017 Committees A and G Birthplace India | | Executive Roles Medtronic plc, a medical device company ▪Chairman and CEO (2011-2020 (retired)) GE Healthcare Systems, a GE Healthcare division and comprehensive medical imaging and diagnostic technology provider ▪President and CEO (2009-2011) Other Public Boards Amgen Inc., a biopharmaceutical company Allurion Technologies Inc., a healthcare company | Recent Public Boards Compute Health Acquisition Corp., a special purpose acquisition company prior to Allurion Technologies Inc. acquisition Medtronic plc, a medical device company Notable Affiliations Asia Society, an educational organization promoting mutual understanding and partnerships globally among Asia and US peoples, leaders, and institutions ▪Board of Trustees Member National Academy of Engineering ▪Member | | | “The Board recognizes the importance of developing a more global, diversified, and resilient semiconductor supply chain, and Intel has made remarkable progress this year in strengthening its manufacturing capabilities across the US, Europe, and Asia.” | | |
Director Nominees
| 2024 PROXY STATEMENT | 27 |
Director Nominees
| Risa Lavizzo-Mourey Independent Age: 69 Director Since: 2018 Committees C, and G (Chair) Birthplace United States | Experience Summary Dr. Lavizzo-Mourey brings senior leadership, strategy, and human capital and talent development expertise to the Board from her leadership of the largest public health philanthropic organization in the US for almost 15 years and, before that, her 15 years of service as a distinguished professor and administrator at the University of Pennsylvania. She also brings to the Board government experience from her roles serving as Deputy Administrator of the Agency for Health Care Research and Quality and as a member of the White House Health Care Reform Task Force. Dr. Lavizzo-Mourey’s board service with other public companies also provides insights into board and governance best practices. | | | | Executive Roles University of Pennsylvania ▪Robert Wood Johnson Foundation PIK Prof., Population Health and Health Equity (2018-2021 (retired)) Robert Wood Johnson Foundation, nation’s largest healthcare-focused philanthropic organization ▪President and CEO (2003-2017) University of Pennsylvania Medical School ▪Sylvan Eisman Prof., Medicine and Health Care Systems (1995-2001) Other Public Boards GE Healthcare Technologies Inc., a medical technology and life sciences company Merck & Co., a pharmaceutical company | Recent Public Boards General Electric Company, a conglomerate Better Therapeutics, Inc., a prescription digital therapeutics company Notable Affiliations Agency for Health Care Research and Quality ▪Deputy Administrator (1992-1994) American Academy of Arts and Sciences ▪Member National Academy of Medicine ▪Gustav O. Lienhard for Advancement of Health Care Award Recipient and Member White House Health Care Reform Task Force (1993-1994) ▪Member | | “Having brought on seven new non-employee directors in the last five years, including most recently Stacy J. Smith, Lip-Bu Tan, and Barbara Novick, the Board is confident it has the right members, skills, and experiences to oversee our strategy and execution.” | | | | Tsu-Jae King Liu Independent Age: 60 Director Since: 2016 Committees G Birthplace United States | Experience Summary As a scholar and educator in the field of semiconductor logic and memory devices, who conducts research on advanced materials, process technology, and solid-state devices for energy-efficient electronics, Dr. Liu brings to the Board industry and technical experience directly related to Intel’s semiconductor device research and development and manufacturing. As a Co-founder of Progressant Technologies, which was later acquired by Synopsys, Inc., and while serving on technical advisory boards for multiple start-up companies, Dr. Liu gained business development experience. Her inventions and contributions to the fin-shaped field-effect transistor design, dubbed “FinFET,” have given Dr. Liu extensive experience in semiconductors and emerging technologies. She also brings global and international experience to the Board with her work on establishing strategic international partnerships and agreements for UC Berkeley. | | | | Executive Roles University of California, Berkeley ▪Dean and Roy W. Carlson Prof. of Engineering, College of Engineering (2018-Present) ▪Distinguished professorship endowed by TSMC, Department of Electrical Engineering and Computer Sciences (2014-2018) ▪Senior International Officer (2016-2018) Progressant Technologies, a start-up developing negative differential resistance transistor technology (2000-2004) ▪Co-founder and President | Other Public Boards MaxLinear, Inc., a semiconductor products provider for broadband communications Notable Affiliation/Accolade Center for Advancing Women in Technology ▪Board member (2014-2016) Institute of Electrical and Electronics Engineers ▪Fellow National Academy of Engineering ▪Member Silicon Valley Engineering Hall of Fame ▪Inductee | | “Understanding the importance of regaining process technology leadership, both for Intel’s own products and its foundry ambitions, the Board has been keenly focused on progress against the company’s five nodes in four years process roadmap and the next steps beyond, as well as how AI can be infused across the spectrum of company products.” | | |
Director Nominees
| A = Audit & Finance Committee | G = Corporate Governance and Nominating Committee | | C = Talent and Compensation Committee | M = M&A Committee |
Director Nominees
| 28 | |
Director Nominees
| Experience Summary Ms. Novick brings to the Board a deep understanding of the needs and perspectives of investors gained during her more than 30-year career at BlackRock. Ms. Novick also brings to the Board senior leadership, global sales, and public policy experience, having served on the Global Executive Committee, created and led the Global Account Management Group for all client segments, and established and led the Global Government Relations and Public Policy Group to provide a voice for investors. Ms. Novick has substantial human capital experience and extensive expertise unlocking stockholder value from having helped grow BlackRock into one of the world’s largest asset management companies. Ms. Novick’s experience as head of BlackRock’s Global Investment Stewardship Group also provides insight into matters relating to corporate governance and stockholder engagement. | | Barbara G. Novick Independent Age: 63 Director Since: 2022 Committees A and G Birthplace United States | | Executive Roles BlackRock Inc., an investment and asset management company ▪Senior Advisor (2021-Present) ▪Head of Global Investment Stewardship (2018-2020) ▪Founder and Head of Global Government Relations and Public Policy Group (2009-2021) ▪Head of Global Account Management Group (1988-2009) ▪Co-Founder and Vice Chairman (1988-2021) | Other Public Boards None Notable Affiliation/Accolade Barron’s ▪Barron’s 100 Most Influential Women in US Finance (2020) Fixed Income Analysts Society Hall of Fame ▪Inductee | | | “As an investor, I appreciate the significance that the Board places on the voice of our stockholders, ensuring transparency, being good stewards of stockholders’ capital, and mindfully seeking opportunities to unlock value. The Board has worked tirelessly to ensure we are fully engaged in all aspects of the company’s execution against its strategy and transformation agenda.” | | | | Experience Summary Mr. G. Smith brings to the Board senior leadership, financial, strategic, operational, human capital, and global expertise from his experience as Executive Vice President and CFO of the world’s largest aerospace company, with responsibility for the company’s Enterprise Operations, Finance, Strategy, and Shared Services organizations. He led the company’s global financing arm, Boeing Capital, its corporate audit function, and its environmental, social and governance work. Mr. G. Smith also held a number of other key leadership roles, including Vice President of Finance, Corporate Controller and Chief Accounting Officer, and Vice President of Financial Planning and Analysis. In between his two stints at Boeing, he spent four years at Raytheon Company as Vice President of Investor Relations. Mr. G. Smith brings substantial international and business development experience to the Board from his enterprise performance and strategy role at Boeing. Mr. G. Smith’s portfolio also included Boeing HorizonX, the venture capital arm of Boeing that identifies and invests in start-ups that are developing emerging technologies and businesses in markets such as cybersecurity, AI and machine learning, and autonomous systems, among others. He also has experience in dealing with foreign governments, including on issues related to market access and the regulation of business and investment. Mr. G. Smith also brings operational experience to the Board, by overseeing Boeing’s manufacturing, operations, supply chain, quality and program management teams. | | Gregory D. Smith Independent Age: 57 Director Since: 2017 Committees A (Chair) Birthplace Canada | | Executive Roles The Boeing Company (Boeing), the world’s largest aerospace company ▪CFO and EVP, Enterprise Operations (2020-2021 (retired)) ▪CEO and CFO (Dec 2019-Jan 2020) ▪CFO and EVP, Corporate Development & Strategy (2015-2017) ▪EVP, CFO (2012-2015) | Raytheon Company, an aerospace and defense conglomerate ▪VP, Global Investor Relations (2004-2008) Other Public Boards American Airlines Group, Inc., an American airline holding company | | | “The company’s financial discipline is critical to it being able to achieve the other elements of its strategy and transformation agenda, and I appreciate the partnership of the Board and management in their extensive discussions about our smart capital and balance sheet management strategies.” | | |
Director Nominees
| 2024 PROXY STATEMENT | 29 |
Director Nominees
| Stacy J. Smith Independent Age: 61 Director Since: 2024 Committees A Birthplace United States | Experience Summary Mr. S. Smith brings an extensive breadth of semiconductor industry, operations and manufacturing, and sales, marketing, and branding expertise, with significant senior executive leadership and human capital experience acquired from numerous roles at Intel, such as Group President of Manufacturing, Operations & Sales (MOS) and Chief Financial Officer, which he held for nearly a decade. He also brings strategic thinking and analytical skills in the context of business development and M&A experience as evidenced from his roles across finance as Chief Financial Officer, Director of Corporate Strategy, and Group President of MOS, in addition to technical expertise from his role as Chief Information Officer. He has a wealth of global experience having led teams across the United States, Europe, Latin America, and Asia. Mr. S. Smith has also served on multiple public company boards for more than two decades and has helped take two companies public. He is currently Executive Chairman of a Japanese semiconductor company, Chairman of the board of a US software company, and is on the Board of a US manufacturer of semiconductors. | | | | Executive Roles Kioxia Corporation, formerly Toshiba Memory Corporation, a Japan flash memory & SSD company ▪ Exec. Chair & Director (2018-current) Intel Corporation (1988-2018) ▪EVP, Group President, Manufacturing, Operations & Sales (2017-2018) ▪EVP, Operations & Sales (2016-2017) ▪EVP, CFO and Director, Corporate Strategy (2007-2016) ▪CFO (2007-2012) ▪VP Finance & Enterprise Services and Chief Information Officer (2004-2006) | Other Public Boards Autodesk Inc., multinational software product and services company Wolfspeed Inc., a wide-bandgap semiconductor developer and manufacturer | | “I am excited to be back at Intel at a pivotal moment in its transformation as this iconic company accelerates its IDM 2.0 strategy to win in its core markets, grow in emerging compute markets, and become one of the world’s leading foundries.” | | |
Director Nominees
| Lip-Bu Tan Non-Independent Age: 64 Director Since: 2022 Committees M Birthplace Malaysia | Experience Summary Mr. Tan served for 12 years as the CEO of Cadence Design Systems, a computational software company providing solutions used to design and develop complex semiconductor chips and electronic systems. He is also the founder and chairman of an international, venture capital firm and the founding managing partner of two other funds. Mr. Tan brings to the Board senior leadership, global/ international, deep industry and IT/technical, financial and investment expertise, human capital, sales and marketing, emerging technologies and business models, business development and M&A and substantial public company experience that provides insights into board best practices. | | | | Executive Roles Cadence Design Systems, Inc., a computational software company ▪Executive Board Chair and CEO (2021-May 2023) ▪CEO (2009-2021) Walden International, an international venture capital firm ▪Founder and Chairman (1987-Present) Celesta Capital, a venture capital firm ▪Founding Managing Partner Walden Catalyst Ventures, a venture capital firm ▪Founding Managing Partner | Other Public Boards Credo Technology Group Holding Ltd., a connectivity solutions provider Schneider Electric SE, a digital automation and energy management company Recent Public Boards Credo Technology Group Holding Ltd., a connectivity solutions provider Notable Affiliation/Accolade University of California, Berkeley’s College of Engineering and Division of Computing, Data Science, and Society ▪Advisory board member Semiconductor Industry Association ▪Robert N. Noyce Award recipient, association’s highest honor (2022) | | “I’ve been thrilled to engage more closely with management as the company transitions to an internal foundry model to transform its manufacturing group into a world-class system foundry. I look forward to overseeing our continued acceleration of this effort, which is designed to drive greater transparency, accountability, and focus on costs allocation across organizations and increased overall profitability from the implementation of internal transfer pricing.” | | |
Director Nominees
| A = Audit & Finance Committee | G = Corporate Governance and Nominating Committee | | C = Talent and Compensation Committee | M = M&A Committee |
Director Nominees
| 30 | |
Director Nominees
| Experience Summary Mr. Weisler brings to the Board senior leadership, global/international, industry and information technology (IT), operating and manufacturing, emerging technologies, and cybersecurity experience from his more than 25 years of experience in the IT industry. From his role as the CEO of one of the world’s largest technology companies, Mr. Weisler also has financial expertise and extensive experience managing human capital and executing a business development and M&A strategy. Mr. Weisler also brings valuable governance and board-level experience from his years of service on the boards of multinational companies like HP, Thermo Fisher Scientific, and the BHP Group. | | Dion J. Weisler Independent Age: 56 Director Since: 2020 Committees C (Chair) and M Birthplace Australia | | Executive Roles HP, Inc., a computer, printer and related supplies technology company ▪President and CEO (2015-2019 (retired)) ▪EVP, Printing and Personal Systems Group (2013-2015) ▪SVP and Managing Director, Printing and Personal Systems, Asia Pacific and Japan (2012-2013) Lenovo Group Ltd., a technology company ▪VP and COO, Product and Mobile Internet Digital Home Groups (2008-2011) ▪VP and GM, South East Asia (2007-2008) | Other Public Boards Thermo Fisher Scientific Inc., an analytical laboratory instrument manufacturer BHP Group., a mining, metals, and petroleum company | | | “The Board is confident that Intel has the right strategy and that its transformation is taking hold. Pat is reigniting the Intel engine, reinvigorating our engineering community, and attracting talent back to the company. Further, he brought back the Groveian culture that made Intel what it is, and that we know is key to executing against our strategy. As a former Intel customer, I am excited about the opportunities before us and believe our customers will be too.” | | |
Director Nominees
| Experience Summary Mr. Yeary’s career in investment banking brings to the Board financial strategy and global M&A expertise, including expertise in financial reporting, experience in assessing the efficacy of M&A on a global scale, and experience attracting and retaining strong senior leaders. At Darwin Capital Advisors, Mr. Yeary has evaluated, invested in, and served as a board member for numerous venture stage companies, giving him firsthand experience identifying and developing effective business models. Mr. Yeary’s experience as Co-founder and Executive Chairman of CamberView Partners and his service on the board of PayPal provide insight into matters relating to corporate governance, stockholder engagement, and board best practices. As Vice Chancellor of a large public research university, where he oversaw changes to the university’s financial and operating strategy, Mr. Yeary gained extensive strategic, operational, and financial expertise. | | Frank D. Yeary Independent Board Chair Age: 60 Director Since: 2009 Committees G and M (Chair) Birthplace United States | | Executive Roles Darwin Capital Advisors LLC, a Phoenix, Arizona private investment firm ▪Principal (2012-Present) CamberView Partners, LLC, a corporate governance and stockholder engagement advisory firm ▪Co-founder and Executive Chairman (2012-2018) University of California, Berkeley ▪Vice Chancellor (2008-2012) | Citigroup Investment Banking, an investment banking and financial services company (2001-2008, 1990-1998) ▪Managing Director, Global Head of M&A (2003-2008) ▪Management Committee Member (2001-2008) Other Public Boards PayPal Holdings, Inc., a financial technology company operating an online payments system Mobileye Global Inc., Intel’s autonomous driving technology subsidiary | | | Independence Evaluation The Governance Committee and the Board believe Mr. Yeary’s longer tenure contributes to his independence, having overseen multiple leadership transitions such that he is more comfortable challenging management. His institutional knowledge given our technical product offerings and operational complexity, size, and scope, and company experience through multiple industry cycles, provides the Board with an important perspective. | | | | “I am honored to chair this Board as we focus on evaluating available levers to maximize stockholder value and carefully oversee the company’s execution on its strategic transformation. I have also appreciated the opportunity to keep our stockholders informed as part of our extensive engagement efforts and to hear their valued feedback.” | | |
Director Nominees
| 2024 PROXY STATEMENT | 31 |
Director Nominees
| | Board Structure and Engagement |
Director Compensation
Director Compensation The Board’s general policy is that non-employee director compensation should be a mix of cash and equity, with the majority being equity. Our CEO receives no additional compensation beyond his regular employee compensation. Annual Review of Director Compensation. The Governance Committee, consisting solely of independent directors, has the primary responsibility for reviewing non-employee director compensation and considering any changes, which it does on an annual basis, considering factors such as workload and market data. The Board annually reviews the committee’s recommendations and determines the amount of director compensation. The Governance Committee engages the Compensation Committee’s independent compensation consultant to assist with the our director compensation programs. The director peer group is the same as the executive compensation peer group considered by the Compensation Committee for 2023 (see “Compensation Discussion and Analysis; External Competitive Considerations for 2023” on page 62 for details). The Governance Committee targets cash and equity compensation near the median of the director peer group. For 2023, the Board made no changes to the annual compensation for non-employee directors (paid in quarterly installments) from 2022 – which elements are shown in the below table (without taking into account the reductions described below). From March 1, 2023 through September 30, 2023, as part of Intel’s Austerity Measures (see “Compensation Discussion and Analysis; 2023 NEO Pay Overview; Intel’s Austerity Measures” on page 57 below), the Board and Board Chair temporarily reduced their respective cash retainer portion of directors’ fees and additional Chair cash retainer by 25%, resulting in an annual cash retainer of $76,900 and Chair cash retainer of $149,500 for 2023.
Director Compensation Table
Director Compensation Table The following table details our non-employee directors’ compensation for fiscal year (FY) 2023 and the outstanding equity awards held at fiscal year-end (FYE) 2023 by the non-employee directors who served during such period, which excludes Stacy J. Smith who was appointed on March 12, 2024. Market value is determined by multiplying the number of shares by the Intel common stock closing price on Nasdaq on the last trading day of the FY unless otherwise specified.
Director Compensation Table
| | Total Compensation for FY 2023 | | | | Outstanding Equity Awards at FYE 2023 | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | Outstanding Equity Awards (#) | Market Value of Outstanding Equity Awards ($) | | James J. Goetz | — | 374,400 | — | 374,400 | 13,135 | 660,000 | | Andrea J. Goldsmith | 91,900 | 205,700 | — | 297,600 | 7,152 | 359,400 | | Alyssa H. Henry | — | 372,100 | — | 372,100 | 13,069 | 656,700 | | Omar Ishrak | 132,000 | 205,700 | 2,000 | 339,700 | 7,152 | 359,400 | | Risa Lavizzo-Mourey | 121,900 | 205,700 | — | 327,600 | 13,298 | 668,200 | | Tsu-Jae King Liu | 76,900 | 205,700 | — | 282,600 | 7,152 | 359,400 | | Barbara G. Novick | — | 387,600 | 2,000 | 389,600 | 10,419 | 523,600 | | Gregory D. Smith | 111,900 | 205,700 | 2,000 | 319,600 | 26,111 | 1,312,100 | | Lip-Bu Tan | — | 791,500 | — | 791,500 | 24,462 | 1,229,200 | | Dion J. Weisler | — | 409,500 | — | 409,500 | 14,401 | 723,700 | | Frank D. Yeary | 246,400 | 205,700 | — | 452,100 | 25,603 | 1,286,600 |
Director Compensation Table
Fees Earned or Paid in Cash & Stock Awards. Dr. Andrea J. Goldsmith, Gregory D. Smith, and Frank D. Yeary deferred their 2023 annual cash compensation until their retirement from the Board. Barbara G. Novick was granted an annual equity award of 3,174 RSUs on January 30, 2023 in connection with her appointment to the Board on December 2022 with a grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718 and an assumed 4.77% risk-free rate of return and a 5.20% dividend yield. With respect to the annual equity award to all directors on May 11, 2023 of 7,152 RSUs, the grant date fair value was computed in accordance with ASC Topic 718 and an assumed 4.98% risk-free rate of return and a 1.71% dividend yield. With respect to directors who elected RSUs in Lieu of Cash, the grant date fair value of the awards granted on the following dates were computed in accordance with ASC Topic 718 and the following assumptions: ▪for 2022 annual cash fees, RSUs were granted on January 30, 2023 to James J. Goetz (3,203), Alyssa H. Henry (3,462), Lip-Bu Tan (779), and Dion J. Weisler (3,982), with a 4.77% risk-free rate of return and a 5.20% dividend yield; ▪for 2023 annual cash fees , RSUs were granted on May 11, 2023 to James J. Goetz (2,642), Alyssa H. Henry (2,317), Barbara G. Novick (3,129), Lip-Bu Tan (2,317), and Dion J. Weisler (3,129), with a 4.98% risk-free rate of return and a 1.71% dividend yield; and ▪for 2023 additional annual cash fees (additional cash fees for fourth quarter 2023 resulting from Austerity Measures ending on September 30, 2023), RSUs were granted on November 30, 2023 to James J. Goetz (138), Alyssa H. Henry (138), Barbara G. Novick (138), Lip-Bu Tan (138), and Dion J. Weisler (138) with a 5.46% risk-free rate of return and a 1.12% dividend yield. In consideration for substantial additional responsibilities he assumed at the request of the Board, Lip-Bu Tan received an additional RSU award granted in two installments. Because of Mr. Tan's extensive semiconductor industry experience as well as significant senior leadership, financial and investment, sales and marketing, and human capital expertise, the Board requested Mr. Tan provide expanded oversight and engagement with Intel Foundry for a period of 12 months. This additional time commitment from Mr. Tan comes during a time when the company seeks to accelerate its transition to an internal foundry business model and transform Intel Foundry into a world -class, full-service technology, manufacturing, and systems foundry. Mr. Tan's additional responsibilities include advising and providing guidance to the company's CEO and Intel Foundry leadership on: (i) strategy and key focus areas within Intel Foundry; (ii) customer and service centricity and outside-in perspectives thereof; (iii) key customer and supplier engagements to establish a vibrant ecosystem in support of the Intel Foundry business; (iv) the Intel Foundry talent pipeline and development; (v) external financial perspectives of Intel Foundry’s income statement; and (vi) other matters relating to the Intel Foundry business that may be requested from time to time by the Chair of the Board. He received the first installment of 14,076 RSUs on October 30, 2023 (with the grant date fair value computed in accordance with ASC Topic 718 and assuming a 5.54% risk-free rate of return and a 1.41% dividend yield), which is in addition to his annual director compensation. The second installment of the RSU award was granted to Mr. Tan on January 30, 2024 and will be disclosed in next year's Director Compensation Table for Fiscal Year 2024. All Other Compensation. Represents matching charitable contributions from the Intel Foundation on behalf of each noted director to schools and universities that meet the guidelines of Intel’s employee charitable matching gift program and are eligible for matching funds. Outstanding Equity Awards. Includes (i) unvested RSUs and (ii) vested but deferred equity awards for the following directors: Frank D. Yeary (18,451), Gregory D. Smith (18,959), and Dr. Risa Lavizzo-Mourey (6,146). Awards in this column may become payable upon the director’s retirement from the Board, depending on the director’s age or length of service.
Director Compensation Table
| 2024 PROXY STATEMENT | 45 |
Intel’s Executive Compensation Best Practices
| What We Do | What We Don’t Do | | We award performance-based compensation that uses a variety of performance measures and performance periods We have a substantial majority of executive pay “at risk,” based on a mix of absolute and relative financial, operational, and stock price performance metrics We have robust stock ownership guidelines for all executive leadership team members We have clawback policies that apply to our Annual Cash Bonus Plan, equity incentive plans, and other incentive compensation and forfeiture provisions that can be triggered by certain detrimental conduct We conduct an annual Say-on-Pay vote and frequent votes on our 2006 Equity Incentive Plan We require stockholder approval for any cash severance payments to executive officers in excess of 2.99 times base salary plus target bonus opportunity We conduct comprehensive and regular stockholder engagement We impose limits on maximum incentive award payouts We incorporate relevant corporate social responsibility metrics in our executive compensation program | No change in control compensation arrangements or excise tax gross-ups No perquisite-related tax gross-ups for executive officers (except for company-wide benefits such as reimbursement of relocation and housing costs) No hedging or pledging of Intel common stock by executives or directors No special retirement plans exclusively for executive officers No liberal share recycling under the equity incentive plans No repricing or exchange of underwater stock options without stockholder approval No excessive executive perquisites |
Pay Philosophy and Elements of Compensation
Pay Philosophy and Elements of Compensation The principal elements of our pay-for-performance philosophy include a competitive pay positioning strategy, a heavy emphasis on incentive-driven pay, and goals that are appropriately aligned with our business strategy (in terms of both selection and attainability), as evidenced by the following program components. ▪Despite an increase in available talent in some skill sets in the technology industry in 2023, the competition for executive talent in the technology sector continued to intensify through a multi-year cycle that brought advanced nodes to market, expanded chip use-cases, and new entrants to semiconductor design and manufacturing. In addition to continuing to compete for talent against other successful, established technology companies, we increasingly face an even more competitive landscape as some of our largest customers have begun using their own silicon designs and as a wide range of smaller, high-growth companies focused on emerging technologies continue to develop. The Compensation Committee believes that a competitive, target total direct compensation opportunity is critical to attract, retain, and reward the executive talent crucial to driving value for our stockholders. To that end, total compensation is designed to be competitive with a peer group of companies all vying for the top technical and leadership talent in the world. Adjustments to each individual’s pay position take into account our desire to compensate our executive officers based upon performance, criticality of role, and experience, while fairly balancing internal and external pay equity considerations among executive roles. ▪Total direct compensation opportunities are designed so that a substantial portion of executive pay is variable or “at risk,” based primarily on specific financial metrics or stock price performance over the long term. ▪To further align our executive officers’ interests with those of our stockholders, the Compensation Committee has structured compensation so that the proportion of variable cash and equity-based pay increases with higher levels of responsibility. ▪By using financial, operational, and stock price measures such as revenue, gross margin, spend reduction, cash flows from operations, One Intel goals, and TSR, our incentive plans provide a clear and quantifiable link to operational performance with the goal of creating long-term stockholder value. Our executive compensation elements for 2023 included base salary, an annual cash bonus, long-term incentive equity awards consisting of annual RSUs and PSUs and for NEOs other than our CEO an additional award consisting of RSUs to offset the forgone salary and bonus under the Austerity Measures. Details of each of these pay elements are provided below in “Cash Compensation” on page 63 and “Equity Incentives” on page 71. We also provide a competitive benefits package that includes health care, retirement benefits, financial planning, life insurance, and other programs that are designed to allow our executive officers to maximize time and attention on activities designed to increase stockholder value. We believe that the sum of these components provides highly motivational incentives that link the pay of our executive officers to the performance of our company and enables Intel to attract and retain the very best talent in a highly competitive market.
Use of Independent Compensation Consultant
Use of Independent Compensation Consultant The Compensation Committee began engaging Semler Brossy throughout 2023 as its independent executive compensation consultant. Semler Brossy advises the Compensation Committee on all matters related to the compensation of our executive leadership team. The consultant’s advisory services include providing benchmarking analysis for our peer group and other relevant market data in our industry and helping the Compensation Committee interpret this data, as well as providing advice and analysis on executive compensation strategy and design. The consultant reported directly to the Compensation Committee and interacted with management at the Compensation Committee’s direction. Semler Brossy did not perform work for Intel in 2023 except under its engagement by the Compensation Committee and the Governance Committee (advising on director compensation). The Compensation Committee assessed its consultant under factors set forth in the SEC’s rules and concluded that Semler Brossy was independent, and that the firm’s work in 2023 for the Compensation Committee did not raise any conflicts of interest.
External Competitive Considerations for 2023
External Competitive Considerations for 2023 To assist the Compensation Committee in its review of executive compensation in early 2023, Semler Brossy, in conjunction with Intel’s Compensation and Benefits Group, provided compensation data compiled from executive compensation surveys, as well as data gathered from annual reports and proxy statements from companies that the Compensation Committee selected as a peer group for executive compensation analysis purposes. The historical compensation data was adjusted to arrive at current-year estimates for the peer group. The Compensation Committee used this data to compare the compensation of our NEOs to that of the individuals holding comparable positions at the companies in the peer group and make informed decisions.
Peer Group
Peer Group The peer group used for benchmarking compensation is focused exclusively on technology companies, as we primarily compete for talent with other technology companies. There were no changes to our peer group from the peer group that was used for the end of 2022. Our 2023 compensation peer group consisted of 17 technology companies. The Compensation Committee selected our peers based on size, strategic relevance, business scope and comparability, and R&D investment. The Compensation Committee focused on a pure technology peer group because of their greater relevance, the fact that pay practices at technology companies differ from those of non-technology companies, and because our talent pool movement is primarily within the technology industry. While no one individual company is a perfect match for Intel’s size and business, the peer group on aggregate reflects a snapshot of the market Intel competes with for executive talent.
Peer Group
| 62 | |
Peer Group
The table below shows information for our 2023 technology peer group:
Peer Group
| Company | Reported Fiscal Year | Revenue ($ in billions) | Net Income (Loss) ($ in billions) | | Intel 2023 | 12/30/2023 | 54.2 | 1.7 | | Intel 2023 Percentile | | 44% | 9% | | Technology Peer Group | | | | | Advanced Micro Devices, Inc. | 12/30/2023 | 22.7 | 0.9 | | Alphabet Inc. | 12/31/2023 | 307.4 | 73.8 | | Amazon.com Inc. | 12/31/2023 | 574.8 | 30.4 | | Apple Inc. | 9/30/2023 | 383.3 | 97.0 | | Applied Materials, Inc. | 10/29/2023 | 26.5 | 6.9 | | Broadcom, Inc. | 10/29/2023 | 35.8 | 14.1 | | Cisco Systems, Inc. | 7/29/2023 | 57.0 | 12.6 | | Dell Technologies, Inc. | 2/3/2023 | 102.3 | 2.4 | | HP Inc. | 10/31/2023 | 53.7 | 3.3 | | International Business Machines Corporation | 12/31/2023 | 61.9 | 7.5 | | Meta Platforms, Inc. | 12/31/2023 | 134.9 | 39.1 | | Micron Technology, Inc. | 8/31/2023 | 15.5 | (5.8) | | Microsoft Corporation | 6/30/2023 | 211.9 | 72.4 | | NVIDIA Corporation | 1/28/2024 | 60.9 | 29.8 | | Oracle Corporation | 5/31/2023 | 50.0 | 8.5 | | Qualcomm Incorporated | 9/24/2023 | 35.8 | 7.2 | | Texas Instruments Incorporated | 12/31/2023 | 17.5 | 6.5 |
Summary of Our Cash and Equity Incentive Compensation
Summary of Our Cash and Equity Incentive Compensation Our NEO executive compensation programs consist of several different elements that serve to attract, retain, and motivate our executives. They align pay with performance and award executives in the form of cash and equity incentives as explained in detail below.
Annual Incentive Cash Compensation
Annual Incentive Cash Compensation In February 2023, the Compensation Committee approved the 2023 performance metrics and the goals under the Intel Corporation Executive Annual Performance Bonus Plan (Annual Cash Bonus Plan). In determining the performance metrics and the goals under the Annual Cash Bonus Plan, the Compensation Committee considered whether the existing performance metrics were adequately linked to corporate strategy and drove appropriate incentives and whether any other metrics would be appropriate to add. The Compensation Committee decided to add a new spend reduction performance metric to align the Annual Cash Bonus Plan with our cost-saving strategy for 2023. Additionally, the approved target 2023 annual cash bonus opportunity for the CEO did not increase as compared to the prior year. The approved target 2023 annual cash bonus opportunities for the other NEOs increased by the amount of their prior QPB target opportunity as they were no longer eligible to participate in the broad-based QPB program in 2023, thereby consolidating their cash bonus opportunities into one program with the same total target cash incentive opportunity as in 2022. However, the target 2023 annual cash bonus opportunities for all of our NEOs was reduced due to the impact of the Austerity Measures. The table below shows the target opportunities for our NEOs under the 2023 Annual Cash Bonus Plan. In January 2023, target opportunities were set at 275% of base salary for our CEO and 171% of base salary for the other NEOs. Subsequently, the target opportunities for the NEOs other than the CEO were reduced by 10.49% as a result of the Austerity Measures.
Annual Incentive Cash Compensation
| Name | January 2023 Beginning Annual Cash Bonus Target Amount ($) | 2023 Final Annual Cash Bonus Target Amount with Austerity Impact ($) | % Change | | Patrick P. Gelsinger | 3,437,500 | 2,936,200 | -14.58% | | Michelle Johnston Holthaus | 1,410,800 | 1,262,800 | -10.49% | | Sandra L. Rivera | 1,410,800 | 1,262,800 | -10.49% | | David A. Zinsner | 1,410,800 | 1,262,800 | -10.49% | | Christoph Schell | 1,410,800 | 1,262,800 | -10.49% |
Annual Incentive Cash Compensation
For 2023, we had two Annual Cash Bonus Plan designs:
CEO
| Annual Cash Bonus Plan Payout | = | Financial: Revenue (Non-GAAP) (25%) | + | Financial: Gross Margin Percentage (Non-GAAP) (25%) | + | Financial: Spend Reduction (25%) | + | One Intel Operational Goals (25%) |
Other NEOs
| Annual Cash Bonus Plan Payout | = | Financial: Revenue (Non-GAAP) (20%) | + | Financial: Gross Margin Percentage (Non-GAAP) (20%) | + | Financial: Spend Reduction (20%) | + | One Intel Operational Goals (20%) | + | Individual Performance Goals (20%) |
2023 Annual Cash Bonus Plan Metrics
2023 Annual Cash Bonus Plan Metrics A summary of the metrics and how they align to our long-term strategy is presented below.
2023 Annual Cash Bonus Plan Metrics
| Metric | CEO Weight | Other NEO Weight | Why Included in our Annual Cash Bonus Plan | | Revenue | 25% | 20% | ▪Aligns to our growth strategy and gives us the ability to measure our progress against our financial plans set early in the year | | Gross Margin Percentage | 25% | 20% | ▪Ensures that growth is additive to the bottom line and gives us the ability to measure our progress against our financial plans set early in the year | | Spend Reduction | 25% | 20% | ▪Metric reflects our commitment on company cost savings in 2023 | | One Intel Operational Goals | 25% | 20% | ▪Goals represent key deliverables or milestones that position the company to successfully execute our long-term strategic objectives ▪Includes six operational goal categories that apply across all business groups to promote a “One Intel” mindset ▪The six categories include: financial stability, product leadership, scale growth engines, process leadership, culture, and RISE 2030 related goals. These goals are highly specific and extremely strategic. They cascade throughout our organization and are a core aspect of how we manage the company | | Individual Performance Goals | — | 20% | ▪Provides ability to further promote strong execution of our strategy and drive differentiation in the plan results based on our NEOs’ individual contributions to Intel during the performance period ▪Each executive’s performance is assessed against the individual’s 2023 pre-established objectives ▪Our CEO does not have an individual performance element to his Annual Cash Bonus Plan as he is ultimately accountable for the financial and operational performance of the company |
2023 Annual Cash Bonus Plan Metrics
Each of the Annual Cash Bonus Plan metrics is measured and scored independently and then added together to determine the final Annual Cash Bonus Plan payout. Each of the performance metrics has a possible payout of 0-200% (up to 240% for the One Intel operational metric), and the maximum total payout remains capped at 200% of the executive’s target opportunity.
Financial Metrics and Goals
Financial Metrics and Goals The Compensation Committee strives to set challenging yet realistic performance goals for incentive compensation. The threshold, target, and maximum goals for the performance metrics under the Annual Cash Bonus Plan were established at the start of 2023. When setting targets, the Compensation Committee consults with management and external advisors, and considers our operating plan, the broader macroeconomic environment, and the expectations of our stockholders. In particular, the Compensation Committee considered that all our markets were being impacted to various degrees by macro uncertainty due to material weakness in our PC and Datacenter markets driven by industry-wide inventory corrections, rising interest rates, geopolitical tensions in Europe, and COVID impacts in Asia, especially China, and that these challenging conditions were predicted to continue throughout the year, with the possibility of some improvement in the second half of the year. Due to this projected challenging operating environment, 2023 targets for revenue and gross margin percentage were set lower than actual results for these metrics in 2022 as indicated by the lower guidance for the first quarter in 2023. The Compensation Committee is confident that the goals set remained challenging and properly incentivized our executives to drive outperformance. In order to increase rigor of the revenue and gross margin percentage metrics, the Compensation Committee included “break points” equal to 2022 actual performance in revenue and gross margin percentage, where performance at the break point would pay out at 110% of target and the payout slope from target to the break point was made significantly flatter to minimize payouts for achieving consistent year-over-performance and the rate of increase in payout greatly increases for performance above the break point. In addition, the Compensation Committee decided to add a new spend reduction performance metric to align the Annual Cash Bonus Plan with our cost-saving strategy for 2023. The graphs below provide details on the targets set— linear interpolation is used for performance between listed outcomes—and actual performance results.
Financial Metrics and Goals
| Payout Percentage | Threshold | Target 100% | Break Point 110% | Maximum 200% | | | Revenue (Non-GAAP)1 | | | | | Actual 88.92% | | Gross Margin Percentage (Non-GAAP) 1 | | | | | Actual 86.19% | | Spend Reduction | | | | | Actual 100.00% |
Summary of Results
| 1.Rebuild Financial Strength and Predictability Goals related to rebuilding our financial stability | | Score/Target Points 25.0/20.0 | | High Level Objectives | Key Results | Score/Target Points | | Execute IDM 2.0 Acceleration Office (IAO) to create a simple, efficient interface | Exceeded. Achieved readiness for January 2024 external reporting of Intel Foundry. | 9.38/7.5 | | Drive operational efficiencies and structural cost savings with benchmarking | Significantly Exceeded. Greatly outperformed savings goal from structural cost initiatives while meeting aggressive spend reduction target of $3 billion. | 11.25/7.5 | | Deliver on smart capital offsets, value creation for owners, and capital returns | Met Most. Greatly outperformed relative TSR target to semiconductor companies, achieving top quartile relative TSR in 2023. Did not meet aggressive goals for capital offsets and ROIC for 2023. | 4.38/5.0 |
Individual Performance Goals
Individual Performance Goals Individual performance goals or “objectives and key results” (OKRs) were included in the Annual Cash Bonus Plan (other than for our CEO) for the first time in 2022 to further promote strong execution of our strategy and drive differentiation in the payout results based on our NEOs’ individual contributions to Intel during the performance period. The Compensation Committee approved the OKRs for each NEO, which included objectives critical to our strategy and transformation, at the beginning of 2023. The CEO’s Annual Cash Bonus Plan did not include an individual performance metric, as he was responsible for all the key objectives for 2023 as Intel’s CEO. This approach of establishing individual OKRs is part of the company’s broader effort to return to a culture with clear and explicit performance management through OKRs that are separate from the immediate financial results. Our CEO assessed each of the other NEO’s performance against the individual’s 2023 pre-established OKRs, and then his assessments and recommendations of the performance score for each NEO were presented to the Compensation Committee. The Compensation Committee concurred with the CEO’s assessments and recommendations for the individual scores. Below are the key objectives and performance highlights for each NEO as well as their final individual scores, and within each of the objectives, there were another three to five specific and measurable objectives. As described above in the One Intel operational goals section, we have strived to provide stockholders with greater visibility into the performance goals where practical, while balancing the competitive concerns noted above.
Individual Performance Goals
| 2024 PROXY STATEMENT | 69 |
Individual Performance Goals
The following table summarizes each NEO’s objectives, performance achievements, and individual score:
Individual Performance Goals
| Name | Individual Objectives | Individual Performance Highlights | Individual Score | | Michelle Johnston Holthaus | ▪Achieve committed business objectives, including annual revenue and spending reduction targets ▪Execute business roadmap and expand beyond core CPU/chipset business ▪Engage CCG employees through diverse and inclusive culture | ▪Delivered to all revenue, MSS, and margin commitments ▪Defined and launched the AI PC category ▪Maintained strong culture and talent base to drive CCG capabilities forward | 135% | | Sandra L. Rivera | ▪Execute the roadmap on critical Xeon and PSG product lines ▪Execute AI strategy and roadmap, drive growth in accelerator business ▪Acquire and retain world-class talent and reduce undesired attrition for critical talent through organization changes | ▪Successful sales ramp of 4th Gen Intel® Xeon® Scalable processors in 2023 ▪Strong accelerator pipeline built with multiple strategic deal wins. Successful China Gaudi launch ▪Strategic launch of Altera, an Intel company (formerly PSG), and standing up leadership team ▪Successful transition of DCAI to new leadership | 100% | | David A. Zinsner | ▪Meet 2023 financial objectives and drive stockholder value ▪Modernize financial and operating systems and processes to ready for the launch of IDM 2.0 Acceleration Office (IAO) financial reporting in 2024 | ▪Outstanding leadership during a pivotal year ensuring financial plans achieved including the delivery of $3 billion in cost savings in 2023 ▪Successfully completed preparations of IAO financials ▪Built upon SMART capital strategy including bond offering and dividend reduction | 120% | | Christoph Schell | ▪Achieve committed business objectives, including annual revenue and spending reduction targets ▪Execute an integrated “go to market” (GTM) plan across sales, marketing, communications, and operations ▪Build on transactional selling & develop outcomes-based GTM motions | ▪Solid execution in each quarter exceeding revenue guidance resulting in 2023 Intel revenue of $54.2 billion and achieved operating expense targets ▪Execution of transformational strategy of Intel’s sales and marketing organization ▪Successful implementation of outcomes-based sales plan. Built a strong pipeline by winning significant deals across all business units | 100% |
Final 2023 Annual Cash Bonus Plan Payout
Final 2023 Annual Cash Bonus Plan Payout The following table summarizes the different performance results for each NEO under the Annual Cash Bonus Plan for 2023.
Final 2023 Annual Cash Bonus Plan Payout
| Name | Revenue (weighted 20%) | Gross Margin Percentage (weighted 20%) | Spend Reduction (weighted 20%) | One Intel Operational Goals (weighted 20%) | Individual Performance Goals (weighted 20%) | Final Payout | | Patrick P. Gelsinger1 | 88.92% | 86.19% | 100% | 118.04% | N/A | 98.29% | | Michelle Johnston Holthaus | 88.92% | 86.19% | 100% | 118.04% | 135% | 105.63% | | Sandra L. Rivera | 88.92% | 86.19% | 100% | 118.04% | 100% | 98.63% | | David A. Zinsner | 88.92% | 86.19% | 100% | 118.04% | 120% | 102.63% | | Christoph Schell | 88.92% | 86.19% | 100% | 118.04% | 100% | 98.63% |
Final 2023 Annual Cash Bonus Plan Payout
1 The Annual Cash Bonus Plan design for our CEO does not include an individual performance goals, and each of the four metrics—revenue, gross margin percentage, spend reduction, and One Intel operational goals—are weighted 25% for our CEO.
Final 2023 Annual Cash Bonus Plan Payout
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Final 2023 Annual Cash Bonus Plan Payout
The following table sets forth the target 2023 annual cash bonus opportunity for each NEO (with and without austerity impact) as well as their actual cash payments for 2023.
Final 2023 Annual Cash Bonus Plan Payout
| Name | January 2023 Beginning Annual Cash Bonus Target Amount ($) | 2023 Final Annual Cash Bonus Target Amount with Austerity Impact ($) | Final Payout | 2023 Annual Cash Bonus Payment Based on Final Target Amount with Austerity Impact ($) | | Patrick P. Gelsinger | 3,437,500 | 2,936,200 | 98.29% | 2,886,000 | | Michelle Johnston Holthaus | 1,410,800 | 1,262,800 | 105.63% | 1,333,800 | | Sandra L. Rivera | 1,410,800 | 1,262,800 | 98.63% | 1,245,400 | | David A. Zinsner | 1,410,800 | 1,262,800 | 102.63% | 1,296,000 | | Christoph Schell | 1,410,800 | 1,262,800 | 98.63% | 1,245,400 |
Final 2023 Annual Cash Bonus Plan Payout
2023 Final Annual Cash Bonus Target Amount with Austerity Impact. The amounts included in this column are based on a percentage of base salary, which amount reflects the reductions in the base salaries of the NEOs, and for the NEOs other than our CEO, a reduction due to the suspension of the QPB program, during the period from March 1, 2023 through September 30, 2023 as part of the Austerity Measures. For more information regarding the Austerity Measures, see above “Intel’s Austerity Measures” on page 57.
Equity Incentives
Equity Incentives The Compensation Committee’s decisions related to annual LTI equity awards are largely based on an executive’s potential and sustained performance, as well as succession planning, business need and criticality, internal parity, consideration of a competitive market analysis, and our CEO’s recommendations (for executives that report to him). The table below shows the annual target LTI equity award values approved by the Compensation Committee for our NEOs in 2023, based on its annual review of these factors, which were the same year-over-year as the annual equity award values approved for the NEOs in 2022. In 2023, the annual LTI equity awards granted to the CEO were composed of approximately 80% PSUs and 20% RSUs and to the other NEOs were composed of approximately 60% PSUs and 40% RSUs.
Equity Incentives
| Name | 2023 Approved Value of Annual LTI Equity Awards ($) | 2022 Approved Value of Annual LTI Equity Awards ($) | | Patrick P. Gelsinger | 21,500,000 | 21,500,000 | | Michelle Johnston Holthaus | 10,300,000 | 10,300,000 | | Sandra L. Rivera | 10,300,000 | 10,300,000 | | David A. Zinsner | 8,250,000 | 8,250,000 | | Christoph Schell | 9,300,000 | 9,300,000 |
Equity Incentives
2023 Approved Value of Annual LTI Equity Awards. The amounts reported in the “Summary Compensation Table” and the “Grants of Plan-Based Awards in Fiscal Year 2023 Table” on pages 80 and 86, respectively, differ from these values due primarily to: (i) SEC rules and accounting standards under which a grant is deemed to occur (and thus to be reportable under the SEC’s proxy rules) only when the performance goals are established and since the 2023 PSUs (and 2022 PSUs) have performance goals with annually set objectives, only 1/3 of the target number of 2023 PSUs will be deemed granted in 2023 for purposes of the Summary Compensation Table and 1/3 of the target number of 2022 PSUs will also be deemed granted in 2023 for purposes of the Summary Compensation Table, and (ii) the conversion method we apply when granting awards compared to that used for valuing them under applicable SEC rules and accounting standards (utilizing a 30-day trailing average stock price rather than a closing stock price on the grant date). In addition, the fair value of an RSU award for financial reporting purposes is discounted for the present value of dividends that are not paid on RSUs prior to vesting, but NEOs do not get the benefit of this discount when their award values are converted into a number of RSUs at grant.
Equity Incentives
| 2024 PROXY STATEMENT | 71 |
2023 PSU Awards
2023 PSU Awards PSUs are performance stock units or performance-based RSUs, under which the number of shares of Intel common stock earned is based on our achievement measured against specified performance metrics over a three-year period. For 2023, our PSU awards may be earned based on achievement of two performance metrics, which have goals with annually set objectives: revenue growth percentage (weighted 60%) and CFFO (weighted 40%); and two three-year modifiers that can each impact the financial score percentages by plus or minus 25 points: three-year relative TSR (target payout to require above-median performance relative to the S&P 500 Index) and three-year revenue compounded annual growth rate (CAGR). The two modifiers ensure an alignment with the capital allocation strategy and focus on growth, in addition to providing long-term three-year goals. The payout opportunity for the executives is 0% to 200% of the target number of PSUs granted; however, if our TSR for the three-year performance period is negative, the payout opportunity may not exceed 100% of the target number of PSUs granted.
2023 PSU Awards
| Weight | 2023 | 2024 | 2025 | Final Score | | Modifier 1 | | Modifier 2 | | | | 60% | Revenue Growth % | Revenue Growth % | Revenue Growth % | Average of the Annual Scores | | TSR | | Revenue CAGR | | Final Score (capped at 200%) | | 40% | CFFO | CFFO | CFFO | | | +/- 25 points | | +/- 25 points | | | | | Annual Score (0-200) | Annual Score (0-200) | Annual Score (0-200) | | | 3-year TSR relative to S&P 500 Index | | 3-year Revenue CAGR | | |
2023 PSU Awards
Revenue growth percentage is included as a performance metric for our PSU program while revenue, a related but distinct metric, is used in our Annual Cash Bonus Plan. Delivering strong top-line performance is key to both our short- and long-term strategy as we intend to get back to financial resiliency and see the rewards of our strategic initiatives. Revenue is measured as a set goal in the Annual Cash Bonus Plan and a CAGR percentage in the PSU program. The goals for revenue growth percentage and CFFO metrics are set annually by the Compensation Committee and the three annual results are averaged at the end of the three-year performance period. The Compensation Committee changed from setting three-year goals to setting annual objectives for the two financial metrics beginning in fiscal year 2022 because it determined annual objectives were necessary at this time given the goal of accelerating Intel’s ongoing transformation while maintaining the ability to adapt to challenges in our industry; however, in response to feedback from stockholders, the Compensation Committee has committed to return to multi-year goal setting by fiscal year 2025.
Design of PSU Awards and Reconciliation with Compensation Tables
Design of PSU Awards and Reconciliation with Compensation Tables As explained above in “Long-Term Incentive Equity Award Values Stayed Consistent Year-Over-Year” on page 58, we did not increase the approved grant date fair values of our annual LTI equity awards granted to our NEOs in 2023, but the Summary Compensation Table and Grant of Plan Based Awards Table for 2023 on pages 80 and 86 (collectively, Comp Tables) show higher values for equity awards from 2022. Under the SEC rules and accounting standards, the grant date for PSUs is deemed to occur (and thus to be reportable under the SEC’s proxy rules) when the goals for a period are set by the Compensation Committee. Since the PSUs granted beginning in 2022 have two financial metrics with goals set annually by the Compensation Committee, only 1/3 of the target number of PSUs is deemed “granted” for each year of the three-year performance period. Therefore, for 2023 the Comp Tables reflect only 1/3 of the grant date fair value of the target number of 2023 PSUs, plus the grant date fair value of 1/3 of the target number of 2022 PSUs (reflecting the second year of the three-year performance period because the goals for such year were set in 2023), and the Comp Tables in future years will reflect additional years of “grants” for each of the 2022, 2023, and 2024 PSUs as the goals are set for years 2024, 2025, and 2026, as applicable, by the Compensation Committee in accordance with the terms of the awards. This is illustrated in the graphic below.
Design of PSU Awards and Reconciliation with Compensation Tables
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Design of PSU Awards and Reconciliation with Compensation Tables
| | 2022 Fiscal Year | 2023 Fiscal Year | 2024 Fiscal Year | 2025 Fiscal Year | 2026 Fiscal Year | | 2022 PSUs | Year 1 1/3 of Grant included in Comp Tables | Year 2 1/3 of Grant included in Comp Tables | Year 3 1/3 of Grant included in Comp Tables | | | | | Revenue Growth % Goal CFFO Goal | Revenue Growth % Goal CFFO Goal | Revenue Growth % Goal CFFO Goal | | | | | 3- year relative TSR and Revenue CAGR Goals | | | | | | | 2023 PSUs | Year 1 1/3 of Grant included in Comp Tables | Year 2 1/3 of Grant included in Comp Tables | Year 3 1/3 of Grant included in Comp Tables | | | | | Revenue Growth % Goal CFFO Goal | Revenue Growth % Goal CFFO Goal | Revenue Growth % Goal CFFO Goal | | | | | 3- year relative TSR and Revenue CAGR Goals | | | | | | | 2024 PSUs | Year 1 1/3 of Grant included in Comp Tables | Year 2 1/3 of Grant included in Comp Tables | Year 3 1/3 of Grant included in Comp Tables | | | | | Revenue Growth % Goal CFFO Goal | Revenue Growth % Goal CFFO Goal | Revenue Growth % Goal CFFO Goal | | | | | 3- year relative TSR and Revenue CAGR Goals | | |
Design of PSU Awards and Reconciliation with Compensation Tables
At the end of the three-year performance period, the annual results for the two financial metrics will be averaged and subject to two modifiers (relative TSR and revenue CAGR) with three-year goals that can each impact the financial score percentages by plus or minus 25 points. Further, the final payout cannot exceed 100% of the target number of PSUs granted if our TSR is negative.
PSU Awards Goal-Setting
PSU Awards Goal-Setting The Compensation Committee strives to set challenging yet realistic performance goals for incentive compensation. The committee considers our operating plan, the broader macroeconomic environment, the expectations of our stockholders, and consults with management and external advisors when setting targets. In particular, the committee considered that all our markets were being impacted to various degrees by macro uncertainty, rising interest rates, geopolitical tensions in Europe, and COVID impacts in Asia, especially China, and that these challenging conditions were predicted to continue throughout the year, with the possibility of some improvement in the second half. Due to this challenging operating environment, 2023 targets for revenue growth percentage and CFFO were set lower than the actual results for those metrics in 2022 as indicated by the lower guidance for the first quarter in 2023. The Compensation Committee is confident that the goals set remained challenging and properly incentivized our executives to drive outperformance. In order to increase the rigor of the revenue growth percentage metric, the Compensation Committee included a “break point” equal to 2022 actual performance in the payout curve for revenue growth percentage, where performance at the break point would payout at 110% of target and the payout slope from target to the break point was made significantly flatter to minimize payouts for achieving consistent year-over-performance. The rate of increase in payout greatly increases for performance above the break point. There is no similar break point equal to 2022 actual performance for the CFFO metric. CFFO targets are made based on expectations and business plans for a given year, and as a result, there can be significant variation from year to year based on a number of factors including our product/manufacturing cycles, the demand environment, and the timing of customer orders and payment. The Compensation Committee sets CFFO targets with a goal of maintaining rigor year-over-year, and due to the inherent volatility in CFFO during our ongoing transformation, we would not necessarily expect CFFO to be higher than the prior year, even in years when revenue and profitability metrics are higher. Further, beginning with the 2023 PSUs, the final payout cannot exceed 100% of the target number of PSUs granted if our TSR is negative.
PSU Awards Goal-Setting
| 2024 PROXY STATEMENT | 73 |
PSU Awards Goal-Setting
2023 Year Performance Under 2022 PSUs and 2023 PSUs. The table below provides details on the targets set – linear interpolation is used for performance between listed outcomes - for the 2023 performance period set by the Compensation Committee for both the second year of the 2022 PSUs and the first year of the 2023 PSUs as well as actual performance results and payout percentage earned for 2023 as to the revenue growth percentage (weighted 60%) and CFFO (weighted 40%) financial metrics. In 2023, Intel prioritized cost-saving measures as part of a broader focus on profitability to offset cyclical pressures in our end market. The success of these measures allowed us to outperform our projections on CFFO.
PSU Awards Goal-Setting
| Performance Period | Metric | Threshold | Target (100% Payout) | Break Point 2022 Result (110% Payout) | Maximum (200% Payout) | Actual | Payout Per Metric | | 2023 | Revenue Growth %1 (Non-GAAP) | -24.0% | -13.0% | 0% | 3.0% | -14.0% | 89% | | | CFFO | $5.4B | $8.4B | | $11.4B | $11.5B | 200% | | 2023 Payout % | | | | | | | 133.3% |
PSU Awards Goal-Setting
1See “Appendix A: Non-GAAP Financial Measures” on page A-1 for a reconciliation to the comparable GAAP measure. 2022 Year Performance Under 2022 PSUs. As previously disclosed, the table below provides details on the targets set, actual performance results, and payout percentages as to the revenue growth percentage (weighted 60%) and CFFO (weighted 40%) financial metrics for the first year of the performance period of the 2022 PSUs.
PSU Awards Goal-Setting
| Performance Period | Metric | Threshold | Target | Maximum | Actual | Payout Per Metric | | 2022 | Revenue Growth % (Non-GAAP) | -8.5% | 1.7% | 7.1% | -15.6% | 0% | | | CFFO1 | $24B | $27B | $30B | $15.42 | 0% | | 2022 Payout % | | | | | | 0% |
PSU Awards Goal-Setting
1In our 2023 Proxy Statement, we referred to the CFFO performance metric as a non-GAAP financial metric, even though the GAAP CFFO financial measure was actually used and no reconciliation was necessary. 2In our 2023 Proxy Statement, we incorrectly reported CFFO for 2022 of $13.5 billion, but the correct CFFO for 2022 was $15.4 billion as indicated on Page 79 of our 2022 Annual Report on Form 10-K. The corrected CFFO nevertheless was below the threshold performance and did not change the payout of 0% of target for the CFFO metric in 2022.
Payout of 2021 PSU Awards
Payout of 2021 PSU Awards Our PSUs are designed with the intention of challenging executives to reach rigorous long-term goals, and to link our executives’ compensation with the performance of the company. The PSUs granted in January 2021 with a January 2021 through December 2023 performance period were earned at 0% of the target number of shares granted based on a relative TSR metric (weighted 50%) and cumulative EPS growth percentage metric (weighted 50%) that both performed at below threshold as shown in the table below. As performance did not reach the threshold levels for the 2021 PSU awards, our 2021 PSUs did not pay out. Only Mses. Johnston Holthaus and Rivera had outstanding 2021 PSU awards, for which they received no payout.
Payout of 2021 PSU Awards
| Metric | Threshold | Target | Maximum | Actual | Payout Per Metric | | TSR Performance (vs. S&P 500 IT Index) | (25%) below Index | Equal to Index | 25% | -64.5% | 0% | | EPS Growth % | 1.1% | 6.9% | 10.2% | -34.5% | 0% | | 2021 PSU Aggregate Payout Percentage | | | | | 0% |
2023 Annual RSU Awards
2023 Annual RSU Awards For 2023, RSUs made up 20% of the annual LTI award for our CEO, and 40% of the annual LTI award for our other NEOs. These awards are intended to support our efforts to provide competitive compensation packages to retain executive officers and to reward them for absolute long-term stock price appreciation. RSUs also serve to balance the performance-based nature of PSUs, facilitate stock ownership, and provide a significant incentive to stay with the company. Annual RSUs granted to our NEOs in 2023 vest in substantially equal installments on the first three anniversaries of the grant date.
2023 Annual RSU Awards
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Austerity RSU Awards
Austerity RSU Awards In November 2023, consistent with the approach taken for other affected Intel employees, the Compensation Committee decided to make additional one-time grants of RSUs (Austerity RSU Awards) to the NEOs, other than the CEO, in recognition of their commitment to the company in 2023 and to restore the compensation that was forgone as a result of the Austerity Measures. The Austerity RSU Awards vest in full on the first anniversary of the grant date, subject to continued employment on the vesting date to incentivize retention. The table below shows the approved value of the Austerity RSU Awards granted to our NEOs.
Austerity RSU Awards
| Name | Approved Value of Austerity RSU Award ($) | | Michelle Johnston Holthaus | 220,200 | | Sandra L. Rivera | 220,200 | | David A. Zinsner | 220,200 | | Christoph Schell | 220,200 |
Austerity RSU Awards
The value of the Austerity RSU Awards granted to the NEOs was determined by the Compensation Committee based on the amount of compensation forfeited as a result of the Austerity Measures (i.e., the difference between the amount of the NEO’s annual base salary and target bonus opportunity without the impact of the Austerity Measures and the amount of the NEO’s actual annual base salary and target bonus opportunity with the impact of the Austerity Measures).
2024 NEO Compensation Program Changes
2024 NEO Compensation Program Changes After adopting major changes last year to our executive compensation programs in response to stockholder feedback, the Compensation Committee made only a few refinements to the design of our 2024 compensation programs. These changes were designed to continue to align compensation to our strategy, strengthen our pay-for-performance linkage, and provide further alignment with stockholders’ long-term interests. 2024 Annual Cash Bonus Plan Design: ▪Added a group operating profit metric to replace the spend reduction metric, and employees will be subject to the goals of one of three designated business groups ▪Added a requirement for the NEOs that the scores of the RISE 2030 related operational goals may be included in the final One Intel operational results only if the average of the revenue and gross margin percentage performance results is equal to or greater than 100% Long-Term Incentive Equity Program Design—2024 PSUs: ▪Reduced the potential cumulative impact of the two three-year modifiers—relative TSR and revenue CAGR—on the final payout score to plus or minus 25 points
Post-Employment Compensation Arrangements
Post-Employment Compensation Arrangements Intel does not provide change in control payments or benefits to our executive officers, and generally provides limited post-employment compensation arrangements to our executive officers. To attract and retain the best talent in the technology sector, we have provided for certain post-employment separation payments and benefits to certain NEOs in their offer letters. In 2024, Intel adopted an Executive Officer Cash Severance Policy, which provides that the company will not enter into arrangements or agreements with executive officers that provide for cash severance payments exceeding 2.99 times the sum of their base salary plus target annual bonus opportunity without stockholder approval.
Generally Available
Generally Available The limited post-employment compensation arrangements made generally available to our executive officers, including the NEOs, consist of: ▪a 401(k) savings plan; ▪a discontinued discretionary company-funded retirement contribution plan, and a company-funded pension plan, each of which is intended to be tax-qualified; ▪a non-tax-qualified supplemental deferred compensation plan for certain highly compensated employees; ▪retirement, death, and disability acceleration provisions for equity awards; and ▪retirement and death provisions under the Annual Cash Bonus Plan. Retirement Benefits. The Compensation Committee allows the NEOs to participate in post-employment compensation plans to encourage them to save for retirement and to assist the company in retaining the NEOs. The terms governing the retirement or deferred compensation benefits under these plans for the NEOs are the same as those available to other eligible employees in the US. Intel makes matching contributions up to 5% based on the amount of employee contributions under the 401(k) savings plan (reduced to 2.5% effective March 1, 2023 as part of the Austerity Measures and temporarily increased up to 7% for 2024). To the extent that the amount of the matching contribution is limited by the Internal Revenue Code of 1986, as amended, Intel credits the additional match amount to the non-tax-qualified supplemental deferred compensation plan. Since January 1, 2015, plan assets contributed for US participants and employer contributions have been participant-directed. Starting January 1, 2011, the company-funded pension plan was closed to new hires. Effective January 1, 2015, future benefit accruals were frozen for all employees at or above a specific grade level, including all NEOs, and frozen for all employees effective January 1, 2020. Equity Awards. Our equity awards generally have the following post-employment provisions: ▪Unvested PSUs are canceled upon termination of employment for any reason other than retirement, death, or disability. In the event the holder meets the definition of “retirement” under the “Rule of 75” (when the holder’s age plus years of service equal at least 75) or the Rule of Age 60 (reaching age of 60 for grandfathered employees), the number of PSUs eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period if the retirement (voluntary or involuntary) occurs within the first calendar year of the grant date; if retirement occurs after the first calendar year of the grant date, then the PSUs are fully vested. In the event of retirement under the Rule of 75 or reaching age of 60 with five years of service for new employees as of 2019 or employees who did not receive performance-based RSUs in 2018 (i.e., non-grandfathered), the number of PSUs eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period. PSUs are not settled into shares of our common stock until after the end of the performance period based on actual performance results, even if the holder qualifies for early vesting. ▪RSUs are subject to retirement vesting under the rule of Age 60 or the Rule of 75, but not both. Upon retirement under the rule of Age 60, the holder receives one additional year of vesting for every five years of service. Upon retirement under the Rule of 75, the holder receives one additional year of vesting. Additional years of vesting means that any RSUs scheduled to vest within the number of years from the retirement date determined under the rule of Age 60 or Rule of 75 will be vested on the holder’s retirement date. ▪Upon disability or death, all unvested RSUs become 100% vested, and unvested PSUs will become vested subject to actual performance.
Generally Available
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Generally Available
Annual Cash Bonus Plan. The Annual Cash Bonus Plan has the following post-employment provisions, unless the Compensation Committee determines otherwise: ▪In the event a participant retires in accordance with the company’s US retirement eligibility rules, the participant will be eligible for a prorated portion of the annual cash bonus, based on the number of months of employment during the year and payable at the times other participants under the plan receive payout of their annual cash bonus. ▪In the event of a participant’s death, the participant’s estate will be eligible to receive the annual cash bonus the participant would have otherwise received if the participant had remained employed for the full performance period, payable at the times other participants under the plan receive payout of their annual cash bonus.
Specific Arrangements
Specific Arrangements Mr. Gelsinger’s offer letter provides that in the event his employment is terminated by the company without cause or he resigns for good reason (as each of those terms is defined in Mr. Gelsinger’s offer letter), and he signs and does not revoke a release of claims in favor of Intel, Mr. Gelsinger will receive a cash severance payment equal to the sum of (i) 18 months of his then-base salary and (ii) 1.5 times his then-target bonus, payable over a period of 18 months in accordance with Intel’s regular payroll practices.
Intel Policies Regarding Hedging, Derivatives, “Short Sales”, or Pledging
Intel Policies Regarding Hedging, Derivatives, “Short Sales”, or Pledging Intel prohibits directors, NEOs, executives, and all other employees from engaging in short sales or other short-position transactions in Intel common stock, transactions in publicly traded options and other derivatives based on the value of Intel common stock, or any hedging and monetization transactions that serve to insulate or mitigate against a potential change in Intel’s common stock price, including through the use of financial instruments such as prepaid forwards, equity swaps, collars, and exchange funds. This policy does not restrict ownership of, or transactions related to, company-granted awards, such as PSUs, RSUs, employee stock options, and other securities issued by Intel. Holding Intel common stock in a margin account and pledging Intel stock as collateral for a loan is prohibited for directors, executive officers, and other senior executives.
Intel Policies Regarding Clawbacks
Intel Policies Regarding Clawbacks The Compensation Committee adopted the Intel Corporation Compensation Recoupment Policy, effective as of October 2, 2023, which is available as an exhibit to our 2023 Annual Report on Form 10-K. This policy was adopted to comply with Section 10D of the Exchange Act and the Nasdaq listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Under the policy, which applies to the company’s current and former “officers” under Rule 16a-1(f) of the Exchange Act, Intel must recover erroneously awarded incentive-based compensation on a pre-tax basis, subject to very limited exceptions to the extent the applicable financial reporting measure was attained during the three-year period preceding the date the company is required to prepare an accounting restatement. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements (“Big R” restatements), as well as restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period (“little r” restatements). The policy requires recovery regardless of whether a covered person engaged in any misconduct or is at fault. In addition, both Intel’s Annual Cash Bonus Plan and equity plans, under which annual incentive cash payments and equity awards, respectively, are made include provisions for seeking the return (clawback) from executive officers of incentive cash payments and stock sale proceeds in the event that those amounts had been inflated due to financial results that later had to be restated. In addition, the equity plans provide that, before seeking recovery, the Compensation Committee must first determine that the applicable executive officer engaged in conduct contributing to the reason for the restatement.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Patrick P. Gelsinger | 2023 | 1,067,700 | — | 12,426,800 | | 2,886,000 | 112,000 | 362,900 | 16,855,400 | | CEO | 2022 | 1,302,100 | — | 8,869,600 | — | 945,900 | — | 497,100 | 11,614,700 | | | 2021 | 1,098,500 | 1,750,000 | 140,433,000 | 29,108,400 | 5,113,900 | 685,000 | 401,600 | 178,590,400 | | Michelle Johnston Holthaus | 2023 | 752,800 | — | 7,033,000 | — | 1,333,800 | — | 79,100 | 9,198,700 | | EVP and GM, CCG | 2022 | 856,300 | — | 5,997,400 | — | 666,000 | — | 114,200 | 7,633,900 | | Sandra L. Rivera | 2023 | 752,800 | — | 7,033,000 | — | 1,245,400 | — | 97,800 | 9,129,000 | | Former EVP and GM, DCAI | 2022 | 856,300 | — | 5,997,400 | — | 649,000 | — | 157,400 | 7,660,100 | | | 2021 | 724,400 | 1,000,000 | 6,130,200 | — | 1,813,300 | — | 130,200 | 9,798,100 | | David A. Zinsner | 2023 | 752,800 | — | 6,334,400 | — | 1,296,000 | — | 73,700 | 8,456,900 | | EVP and CFO | 2022 | 790,600 | 2,000,000 | 16,560,600 | — | 634,700 | — | 340,700 | 20,326,600 | | Christoph Schell | 2023 | 752,800 | — | 6,433,300 | — | 1,245,400 | — | 45,000 | 8,476,500 | | EVP, CCO and GM, SMG | 2022 | 659,400 | 20,000,000 | 6,478,000 | — | 518,300 | — | 23,100 | 27,678,800 |
Summary Compensation Table
Period in Principal Position. The following individuals assumed their NEO positions with Intel on the following dates: Mr. Gelsinger on February 15, 2021, Ms. Johnston Holthaus on March 14, 2022, Ms. Rivera on July 6, 2021, Mr. Zinsner on January 17, 2022, and Mr. Schell on March 14, 2022. Ms. Rivera ceased to be an executive officer of Intel as of 2023 fiscal year-end, and she assumed the role of Chief Executive Officer of Altera, an Intel company (formerly PSG), on January 1, 2024. Fiscal Years. Intel has a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal year 2022 was a 53-week fiscal year, which resulted in an extra pay cycle for our NEOs as compared to both fiscal years 2023 and 2021. The 2023 base salaries reflect the reduction in base salaries of 25% for the CEO and 15% for the other NEOs during the period from March 1, 2023 through September 30, 2023 as part of our austerity measures implemented in 2023 (Austerity Measures). For more information regarding the Austerity Measures, see above “Intel’s Austerity Measures” on page 57.
Summary Compensation Table
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Summary Compensation Table
CEO Year-Over-Year Compensation. Our CEO’s originally approved base salary, annual cash bonus target opportunity, and annual target long-term incentive (LTI) equity award value did not change from 2022 to 2023. The following chart explains the changes in our CEO’s compensation amounts from 2022 to 2023 as seen in the Summary Compensation Table:
Summary Compensation Table
| Base Salary | Annual Cash Bonus | LTI Awards | | | | | | Base Salary Paid | | | | | ▪2023 base salary was initially set at the same value as 2022 ▪Actual base salary paid was lower in 2023 due to Austerity Measures, including a 25% reduction to our CEO’s base salary from March 1, 2023 through September 30, 2023 | | | | | Annual Cash Bonus Payment | | | | | ▪Annual cash bonus in 2022 paid out at 27.52% of target bonus opportunity based on company performance results ▪Target bonus opportunity in 2023 was set at the beginning of the year at the same value as 2022 and then decreased due to Austerity Measures, as annual cash bonus is calculated as a percentage of base salary. 2023 annual cash bonus paid out at 98.29% of target based on our CEO’s reduced base salary; the payout was 83.96% of the target bonus opportunity originally set in January 2023 | | | | | Annual LTI Equity Awards | | | | | ▪Approved LTI value in 2023 remained flat year-over-year ▪SEC and accounting rules require the company to report PSU values in the year targets were set. Thus, the 2023 Summary Compensation Table shows an increase. The chart on the left shows that the same values were approved for grant in 2022 and 2023 by the Talent and Compensation Committee. See below in “Equity Awards” for more details on the equity treatment in the Summary Compensation Table |
Summary Compensation Table
Stock Awards. Under SEC rules, the values reported in the “Stock Awards” column of the Summary Compensation Table reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718), of grants of stock awards to each of the NEOs. The amounts in the “Stock Awards” column of the Summary Compensation Table for 2023 include the grant date fair value of (i) 1/3 of the target number of 2022 performance stock units (PSUs), (ii) 1/3 of the target number of 2023 PSUs, (iii) the 2023 restricted stock units (RSUs), and (iv) the “Austerity RSU Awards” (for the NEOs other than the CEO), as shown in the Grants of Plan-Based Awards table below. The grant date fair values of the PSUs granted with a relative TSR performance condition and CEO new-hire awards (including the PSUs with a TSR component, strategic growth PSUs, outperformance PSUs, and performance-based stock options) are determined using the Monte Carlo simulation valuation method. The approved annual target LTI values of the RSUs and PSUs granted to our NEOs in 2023 remained the same as in 2022, but the amounts shown in the “Stock Awards” column for 2023 are higher than those from 2022 because under the SEC rules and accounting standards for the executive compensation tables, the grant date for PSUs is deemed to occur (and thus to be reportable under the SEC’s proxy rules) when the performance goals for a performance period are set by the Talent and Compensation Committee (Compensation Committee). Since the 2022 PSUs and 2023 PSUs have performance goals with annually set objectives, the only PSUs shown in the “Stock Awards” column for 2022 was 1/3 of the target number of 2022 PSUs, and the PSUs in the “Stock Awards” column for 2023 include 1/3 of the target number of 2022 PSUs plus 1/3 of the target number of 2023 PSUs. The table below shows the approved annual target LTI values of the RSUs and PSUs awarded to our NEOs in each of 2022 and 2023. Further, in 2023, the LTI mix for our NEOs other than our CEO was changed to increase the portion awarded in the form of PSUs to 60% (from 50%) to further emphasize performance-based awards. Our CEO continued to receive 80% of his LTI award granted in the form of PSUs.
Summary Compensation Table
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Grants of Plan-Based Awards in Fiscal Year 2023
Grants of Plan-Based Awards in Fiscal Year 2023 The following table presents equity awards granted under the 2006 Equity Incentive Plan and awards granted under our Annual Cash Bonus Plan in 2023. Under SEC rules, the values reported in the “Grant Date Fair Value of Stock Awards” column reflect the grant date fair value of grants of stock awards determined under accounting standards applied by Intel, as discussed above.
Grants of Plan-Based Awards in Fiscal Year 2023
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Approval Date | Award Type | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | | Patrick P. Gelsinger | 2/16/2023 | 1/31/2022 | PSU | | | 108,455 | 216,910 | | | 2,255,900 | | | 5/30/2023 | 5/11/2023 | PSU | | | 192,884 | 385,768 | | | 6,037,300 | | | 5/30/2023 | 5/11/2023 | RSU | | | | | 144,663 | | 4,133,600 | | | | | Annual Cash | 2,936,200 | 5,872,400 | | | | | | | Michelle Johnston Holthaus | 2/16/2023 | 1/31/2022 | PSU | | | 32,473 | 64,946 | | | 675,400 | | | 5/30/2023 | 5/11/2023 | PSU | | | 69,304 | 138,608 | | | 2,169,200 | | | 5/30/2023 | 5/11/2023 | RSU | | | | | 138,608 | | 3,960,600 | | | 12/3/2023 | 11/28/2023 | Austerity RSU | | | | | 5,283 | | 227,800 | | | | | Annual Cash | 1,262,800 | 2,525,600 | | | | | | | Sandra L. Rivera | 2/16/2023 | 1/31/2022 | PSU | | | 32,473 | 64,946 | | | 675,400 | | | 5/30/2023 | 5/11/2023 | PSU | | | 69,304 | 138,608 | | | 2,169,200 | | | 5/30/2023 | 5/11/2023 | RSU | | | | | 138,608 | | 3,960,600 | | | 12/3/2023 | 11/28/2023 | Austerity RSU | | | | | 5,283 | | 227,800 | | | | | Annual Cash | 1,262,800 | 2,525,600 | | | | | | | David A. Zinsner | 2/16/2023 | 1/2/2022 | PSU | | | 57,537 | 115,074 | | | 1,196,800 | | | 5/30/2023 | 5/11/2023 | PSU | | | 55,510 | 111,020 | | | 1,737,500 | | | 5/30/2023 | 5/11/2023 | RSU | | | | | 111,021 | | 3,172,300 | | | 12/3/2023 | 11/28/2023 | Austerity RSU | | | | | 5,283 | | 227,800 | | | | | Annual Cash | 1,262,800 | 2,525,600 | | | | | | | Christoph Schell | 2/16/2023 | 2/11/2022 | PSU | | | 32,251 | 64,502 | | | 670,800 | | | 5/30/2023 | 5/11/2023 | PSU | | | 62,575 | 125,150 | | | 1,958,600 | | | 5/30/2023 | 5/11/2023 | RSU | | | | | 125,151 | | 3,576,100 | | | 12/3/2023 | 11/28/2023 | Austerity RSU | | | | | 5,283 | | 227,800 | | | | | Annual Cash | 1,262,800 | 2,525,600 | | | | | |
Grants of Plan-Based Awards in Fiscal Year 2023
Award Types. The equity award type abbreviations are as follows: PSU—performance-based restricted stock units or performance stock units that vest based on performance results of two financial metrics (revenue growth percentage and cash flow from operations) and two modifiers (relative TSR and revenue compounded annual growth rate (CAGR)); RSU—restricted stock units, Austerity RSU—RSUs granted in 2023 in connection with the company’s Austerity Measures. Estimated Future Payouts Under Non-Equity Incentive Plan Awards. The “Target” amounts reported in the “Annual Cash” rows are the NEOs’ annual incentive cash bonus target opportunities (including the impact of the “Intel’s Austerity Measures” (see page 57)). Actual 2023 annual incentive cash payments are reported under the heading “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. There is no threshold amount for the Annual Cash awards granted in 2023. Estimated Future Payouts Under Equity Incentive Plan Awards. These columns represent the target and maximum number of shares that could be received by each NEO; however, the value ultimately received by the NEO is dependent upon Intel’s stock price at the time of payout (as well as satisfaction of the performance conditions). In accordance with FASB ASC Topic 718, the grant date for performance-based awards is established when the performance objectives are set by the Compensation Committee. Because the Compensation Committee sets annual performance objectives for two of the financial metrics for both the 2022 PSUs and the 2023 PSUs, the reported target number of shares for the 2022 PSUs and 2023 PSUs reflect the portion of the PSUs for which performance objectives were set in fiscal year 2023, or 1/3 of each of the target number of 2022 PSUs and 2023 PSUs. There is no minimum number of shares that can be earned for the 2022 PSUs or 2023 PSUs. Grant Date Fair Value of Stock Awards. Amounts reported in this column are calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (see page 80). For both the 2022 PSUs and 2023 PSUs, because the performance-related component is based on separate measurements of our performance for each year in the three-year performance period, FASB ASC Topic 718 requires the grant date fair value to be calculated with respect to 1/3 of each of the target number of 2022 PSUs and 2023 PSUs in each year of the three-year performance period, with the grant date fair value for each year based on the probable outcomes of the revenue growth percentage and cash flow fr
Grants of Plan-Based Awards in Fiscal Year 2023
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Grants of Plan-Based Awards in Fiscal Year 2023
om operations performance conditions against the goals set for that year, and for the 2022 PSUs, the grant date fair value also takes into consideration the performance of the three-year relative TSR performance modifier for the performance period as of the applicable grant date. Annual PSU Awards. The “Grant of Plan-Based Awards in Fiscal Year 2023” table above includes the 1/3 of the target number of 2022 PSUs and 1/3 of the target number of 2023 PSUs that are eligible to vest based on 2023 performance. The 2022 PSUs and 2023 PSUs each have a three-year performance period and vest on January 31, 2025 and January 31, 2026, respectively. The number of shares of Intel common stock to be received at vesting will range from 0% to 200% of the total target number of PSUs granted, based on our average achievement of annual performance objectives set by the Compensation Committee for each fiscal year during the respective performance period as to two financial metrics—revenue growth percentage (weighted 60%) and cash flow from operations (weighted 40%), with two modifiers that can each impact the overall score by plus or minus 25 points based on our achievement of three-year performance objectives for relative TSR (where target payout requires above median performance compared to the S&P 500 Index) and three-year performance objectives for revenue compounded annual growth rate (CAGR). Further, the final payout for the 2023 PSUs cannot exceed 100% of the target number of PSUs granted if our TSR for the performance period is negative. Annual RSU Awards. RSUs granted to the NEOs in 2023 vest on an annual basis over three years following the grant date. Austerity RSU Awards. RSUs granted to the NEOs (other than the CEO) on December 3, 2023 vest in full on the first anniversary of the grant date. Annual Cash Bonus Plan. Payout under the Annual Cash Bonus Plan ranges from 0% to 200% of the NEO’s target opportunity. For more Annual Cash Bonus Plan details, see “Annual Incentive Cash Compensation” beginning on page 64.
Stock Option Exercises and Stock Vested in Fiscal Year 2023
Stock Option Exercises and Stock Vested in Fiscal Year 2023 The following table provides information on NEOs’ stock option exercises and RSU and PSU vesting during fiscal year 2023.
Stock Option Exercises and Stock Vested in Fiscal Year 2023
| | | Option Awards | | Stock Awards | | | | Name | Grant Type | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Total Value Realized on Exercise and Vesting ($) | | Patrick P. Gelsinger | Option | — | — | — | — | — | | | PSU | — | — | — | — | — | | | RSU | — | — | 219,908 | 7,446,100 | 7,446,100 | | Total | | — | — | 219,908 | 7,446,100 | 7,446,100 | | Michelle Johnston Holthaus | Option | — | — | — | — | — | | | PSU | — | — | — | — | — | | | RSU | — | — | 120,576 | 4,866,900 | 4,866,900 | | Total | | — | — | 120,576 | 4,866,900 | 4,866,900 | | Sandra L. Rivera | Option | — | — | — | — | — | | | PSU | — | — | — | — | — | | | RSU | — | — | 41,340 | 1,347,400 | 1,347,400 | | Total | | — | — | 41,340 | 1,347,400 | 1,347,400 | | David A. Zinsner | Option | — | — | — | — | — | | | PSU | — | — | — | — | — | | | RSU | — | — | 101,668 | 2,964,700 | 2,964,700 | | Total | | — | — | 101,668 | 2,964,700 | 2,964,700 | | Christoph Schell | Option | — | — | — | — | — | | | PSU | — | — | — | — | — | | | RSU | — | — | 32,251 | 1,054,000 | 1,054,000 | | Total | | — | — | 32,251 | 1,054,000 | 1,054,000 |
Stock Option Exercises and Stock Vested in Fiscal Year 2023
2020–2023 PSU Payout. In 2023, the payout for the PSUs granted in 2020, with a January 2020 through December 2022 performance period, was 0% of the target number of shares. The performance metrics for the PSUs were relative TSR measured against the S&P 500 IT Index and cumulative three-year EPS growth percentage. Intel’s TSR was -49.23%, which was 91.2 percentage points below the median TSR of the S&P 500 IT Index of 41.97% over the performance period. As a result, the relative TSR metric achieved 0% of target. The three-year EPS growth percentage was -19.75%, which was below the target goal of 6.1%. As a result, the cumulative EPS growth percentage metric achieved 0% of target.
Stock Option Exercises and Stock Vested in Fiscal Year 2023
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Outstanding Equity Awards at Fiscal Year-End 2023
Outstanding Equity Awards at Fiscal Year-End 2023 The following table provides information regarding outstanding equity awards held by the NEOs as of December 30, 2023. Unless otherwise specified, market value for stock awards (PSUs, RSUs, and Options) is determined by multiplying the number of shares by the closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year (December 29, 2023).
Outstanding Equity Awards at Fiscal Year-End 2023
| | Stock Option Awards | | | | | | Stock Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Market Value of Unexercised Options ($) | Grant Date | Award | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Patrick P. Gelsinger | 2/15/2021 | | 2,083,638 | 61.81 | 2/15/2031 | — | 2/15/2021 | RSU | 35,135 | 1,765,500 | | | | | | | | | | | 3/22/2021 | Invest RSU | 13,064 | 656,500 | | | | | | | | | | | 2/15/2021 | TSR PSU | — | — | 368,965 | 18,540,500 | | | | | | | | | 2/15/2021 | OUT PSU | — | — | 3,275,199 | 164,578,700 | | | | | | | | | 2/15/2021 | SG PSU | — | — | 457,789 | 23,003,900 | | | | | | | | | 1/31/2022 | RSU/PSU | 33,892 | 1,703,100 | 325,366 | 16,349,600 | | | | | | | | | 5/30/2023 | RSU/PSU | 144,663 | 7,269,300 | 1,157,304 | 58,154,500 | | Total | | | 2,083,638 | | | | | | 226,754 | 11,394,400 | 5,584,623 | 280,627,200 | | Michelle Johnston Holthaus | 3/13/2019 | | 225,000 | 54.11 | 3/13/2029 | — | 3/13/2019 | PU | | | 28,125 | 1,413,300 | | | | | | | | | 1/30/2021 | RSU/PSU | 2,264 | 113,800 | 108,684 | 5,461,400 | | | | | | | | | 11/30/2021 | RSU | 77,179 | 3,878,200 | | | | | | | | | | | 1/31/2022 | RSU/PSU | 40,592 | 2,039,700 | 97,421 | 4,895,400 | | | | | | | | | 5/30/2023 | RSU/PSU | 138,608 | 6,965,100 | 415,822 | 20,895,100 | | | | | | | | | 12/3/2023 | RSU | 5,283 | 265,500 | | | | Total | | | 225,000 | | | | | | 263,926 | 13,262,300 | 650,052 | 32,665,200 | | Sandra L. Rivera | 3/13/2019 | | 225,000 | 54.11 | 3/13/2029 | — | 3/13/2019 | PU | | | 28,125 | 1,413,300 | | | | | | | | | 1/30/2021 | RSU/PSU | 1,811 | 91,000 | 86,947 | 4,369,100 | | | | | | | | | 1/31/2022 | RSU/PSU | 40,592 | 2,039,700 | 97,421 | 4,895,400 | | | | | | | | | 5/30/2023 | RSU/PSU | 138,608 | 6,965,100 | 415,822 | 20,895,100 | | | | | | | | | 12/3/2023 | RSU | 5,283 | 265,500 | | | | Total | | | 225,000 | | | | | | 186,294 | 9,361,300 | 628,315 | 31,572,900 | | David A. Zinsner | | | | | | | 1/31/2022 | RSU/PSU | 183,854 | 9,238,700 | 172,614 | 8,673,900 | | | | | | | | | 5/30/2023 | RSU/PSU | 111,021 | 5,578,800 | 333,062 | 16,736,400 | | | | | | | | | 12/3/2023 | RSU | 5,283 | 265,500 | | | | Total | | | | | | | | | 300,158 | 15,083,000 | 505,676 | 25,410,300 | | Christoph Schell | | | | | | | 3/30/2022 | RSU/PSU | 40,314 | 2,025,800 | 96,753 | 4,861,800 | | | | | | | | | 5/30/2023 | RSU/PSU | 125,151 | 6,288,800 | 375,452 | 18,866,500 | | | | | | | | | 12/3/2023 | RSU | 5,283 | 265,500 | | | | Total | | | | | | | | | 170,748 | 8,580,100 | 472,205 | 23,728,300 |
Outstanding Equity Awards at Fiscal Year-End 2023
| 88 | |
Outstanding Equity Awards at Fiscal Year-End 2023
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options. The CEO Performance Stock Options (Perf SO) vest in four equal installments on each anniversary of the grant date, and become exercisable only upon achieving the threshold stock price hurdle and maintaining the price for 90 consecutive calendar days by February 15, 2026. The Perf SO have a 10-year expiration date. Other Options vest in four equal installments, with the first vesting commencing on the first anniversary of the grant date, the second vesting on February 1, 2021, the third vesting on February 1, 2022, and the last vesting on February 1, 2023, and become exercisable only upon achieving the threshold stock price hurdle and maintaining the price for 30 consecutive trading days by February 1, 2024. The other Options have a 10-year expiration date. The threshold stock price was not achieved by February 1, 2024 and as a result, the other Options were forfeited on February 1, 2024. Market Value of Unexercised Options. The market value of unexercised Options is determined by multiplying the number of unvested stock options by the closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year (December 29, 2023) minus the option’s exercise price. None of the Options are “in the money.” Award. RSUs, PSUs, Performance Units (PU), CEO Strategic Growth PSUs (SG PSU), CEO TSR PSUs (TSR PSU), CEO Outperformance PSUs (OUT PSU), and CEO Investment RSUs (Invest RSU) are shown at their target amount. Unless otherwise noted and in each case, subject to continued employment through the applicable vest dates: ▪The Annual RSUs granted in 2022 and 2021 vest quarterly over a three-year period from the grant date. ▪The Annual RSUs granted on May 30, 2023 vest in annual installments over a three-year period from the grant date. ▪The Austerity RSU Awards granted on December 3, 2023 vest on the first anniversary of the grant date. ▪The 2022 PSUs and 2023 PSUs have a three-year performance period from the start of the fiscal year of the grant date and will vest on January 31, 2025 and January 31, 2026, respectively, based on our average achievement of annual performance objectives set by the Compensation Committee for each fiscal year during the performance period as to two financial metrics—revenue growth percentage (weighted 60%) and cash flow from operations (weighted 40%), with two modifiers that can each impact the overall score by plus or minus 25 points based on our achievement of three-year performance objectives for relative TSR (where target payout requires above median performance compared to the S&P 500 Index) and three-year performance objectives for revenue CAGR. Further, beginning with the 2023 PSUs, the final payout cannot exceed 100% of the target number of PSUs granted if our TSR for the performance period is negative. The 2022 PSUs are shown above at the target amount because the performance for the first two years of the three-year performance period did not exceed target and the 2023 PSUs are shown above at the maximum amount because the performance for the first year of the three-year performance period exceeded target. However, in accordance with SEC rules and accounting standards, only 1/3 of each of the target number of 2022 PSUs and 2023 PSUs are shown in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2023 table above. ▪The PSUs granted in 2021 have a three-year performance period from the start of the fiscal year of the grant date and will vest on the 37th month anniversary of the start of the performance period, based on Intel’s TSR performance relative to the S&P 500 IT Index (50%) and Intel’s cumulative EPS growth against an EPS growth target over the three-year performance period (50%). Actual payout for the 2021 PSUs was zero. ▪The Performance Units vest based on certain stock price hurdles over a five-year period and 50% of any vested PUs would have settled on February 1, 2022 and the remaining vested PUs would have settled on February 1, 2024. The PUs are shown above at the threshold amount (50% of target). Actual payout for the PUs was zero on February 1, 2024. ▪The TSR PSUs have a three-year performance period from the start of the fiscal year of the grant date and will vest on March 15, 2024 based on Intel’s TSR performance relative to the S&P 500 IT Index over a three-year performance period. Actual payout for the TSR PSUs was zero on March 15, 2024. ▪The OUT PSUs will vest based on certain stock price hurdles over a five-year period. ▪The SG PSUs will vest based on certain stock price hurdles over a five-year period. ▪The Invest RSUs vest quarterly over a three-year period from the grant date.
Outstanding Equity Awards at Fiscal Year-End 2023
| 2024 PROXY STATEMENT | 89 |
Pension Benefits for Fiscal Year 2023
Pension Benefits for Fiscal Year 2023 The following table shows the estimated present value of accumulated pension benefits for the NEOs.
Pension Benefits for Fiscal Year 2023
| Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | | Patrick P. Gelsinger | Pension Plan | N/A | 1,347,000 | | Michelle Johnston Holthaus | Pension Plan | N/A | — | | Sandra L. Rivera | Pension Plan | N/A | 15,000 | | David A. Zinsner | Pension Plan | N/A | N/A | | Christoph Schell | Pension Plan | N/A | N/A |
Pension Benefits for Fiscal Year 2023
Present Value of Accumulated Benefit. Until distribution, these benefits are also reflected in the NEO’s balance reported in the Non-Qualified Deferred Compensation table. The amounts of these tax-qualified pension plan arrangements are not tied to years of credited service. Upon termination, the amount that the NEO receives under the non-qualified deferred compensation plan will be reduced by the amount received under the tax-qualified pension plan arrangement. Mr. Gelsinger has pension benefits, which were earned when he was previously an Intel employee prior to the plan’s closure to new employees in 2011. Ms. Johnston Holthaus’ present value of accumulated benefit was zero as of 2023 fiscal year-end. Messrs. Zinsner and Schell are not eligible for pension benefits as they were hired after January 1, 2011. The US Intel Minimum Pension Plan is a tax-qualified defined benefit plan with two components. The first component provides participants with retirement income that is determined by a pension formula based on final average compensation, Social Security-covered compensation, and length of service upon separation not to exceed 35 years. It provides pension benefits only if the annuitized value of a participant’s account balance in Intel’s tax-qualified retirement contribution plan is less than the pension plan benefit, in which case the pension plan funds a net benefit that makes up the difference. As of December 30, 2023, Ms. Rivera’s amount included in the table above has a portion associated with this component. Effective January 1, 2015, compensation earned and service accruals were frozen as of December 31, 2014 in the US Intel Minimum Pension Plan for all employees at or above a specific grade level, including all NEOs. The second component is an arrangement under which pension benefits offset amounts that otherwise would be paid under the non-qualified deferred compensation plan described below. Employees who were participants in the non-qualified deferred compensation plan as of December 31, 2003 were able to consent to a one-time change to the non-qualified deferred compensation plan’s benefit formula. This change reduces the employee’s distribution amount from the non-qualified deferred compensation plan by the lump sum value of the employee’s tax-qualified pension plan arrangement at the time of distribution. Each participant’s pension plan arrangement was established as a fixed, single-life annuity amount based on assumed retirement at age 65. Each participant’s benefit was set based on a number of elements, including his or her non-qualified deferred compensation plan balance as of December 31, 2003, IRS pension rules that consider age and other factors, and limits that Intel sets for equitable administration. Mr. Gelsinger elected to participate when he was previously an Intel employee. As of December 30, 2023, Ms. Rivera's amount included in the table above has a portion associated with this component. Ms. Johnston Holthaus and Messrs. Zinsner and Schell were not eligible to participate in these arrangements. The benefit under both components of the plan are frozen, and accordingly, year-to-year differences in the present value of the accumulated benefit arise mostly from changes in the interest rate used to calculate present value and the participant’s age becoming closer to age 65. We calculated the present value assuming that the NEOs will remain in service until age 65, using the interest rate and other assumptions used by Intel for financial statement accounting, as reflected in Note 17 to the financial statements in our 2023 Annual Report on Form 10-K for the year-ended December 30, 2023. An officer who terminates service before age 65 can elect to receive his or her benefits at any time following termination of employment, but not later than age 65. If such officer works past age 65, then his or her benefits must start upon termination of employment. Distributions before age 55 may be subject to a 10% federal penalty tax.
Pension Benefits for Fiscal Year 2023
| 90 | |
Non-Qualified Deferred Compensation for Fiscal Year 2023
Non-Qualified Deferred Compensation for Fiscal Year 2023 The following table shows the non-qualified deferred compensation activity for each NEO during fiscal year 2023. Mr. Schell did not elect to defer into the plan in 2023.
Non-Qualified Deferred Compensation for Fiscal Year 2023
| Name | Executive Contributions in Last Fiscal Year ($) | Intel Contributions in Last Fiscal Year ($) | Aggregate Earnings (Losses) in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Patrick P. Gelsinger | 289,900 | 84,200 | 213,500 | 1,463,600 | | Michelle Johnston Holthaus | 83,800 | 52,200 | 103,800 | 787,900 | | Sandra L. Rivera | 566,100 | 51,400 | 1,971,900 | 9,981,300 | | David A. Zinsner | 25,500 | 25,500 | 4,900 | 38,700 | | Christoph Schell | — | — | — | — |
Non-Qualified Deferred Compensation for Fiscal Year 2023
Executive Contributions in Last Fiscal Year. Amounts included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for 2023. Intel Contributions in Last Fiscal Year. These amounts, which accrued during fiscal year 2023 and were credited to the participants’ accounts in 2024, are included in the Summary Compensation Table in the “All Other Compensation” column for 2023. Aggregate Earnings (Losses) in Last Fiscal Year. These amounts are not included in the Summary Compensation Table because plan earnings were not preferential or above market. Aggregate Balance at Last Fiscal Year-End. These amounts are as of December 30, 2023 and do not take into account the amounts in the "Intel Contributions in Last Fiscal Year" column in the table above that were accrued during fiscal year 2023 but were credited to the participants' accounts in 2024. The following amounts are included in the fiscal year-end balance and previously were reported as compensation to the NEOs in the Summary Compensation Table for 2021 through 2023 (except for Ms. Johnston Holthaus who was not a NEO prior to 2022 and Messrs. Zinsner and Schell who joined Intel in 2022): Mr. Gelsinger $1,026,000, Ms. Johnston-Holthaus $197,800, Ms. Rivera $3,046,400, and Mr. Zinsner $8,250. Intel will distribute the balances reported in the Non-Qualified Deferred Compensation table (plus any future contributions or earnings) to the NEOs in the manner that the officers have chosen under the plan’s terms. Some balances reported in the table above include the offset amount that the employee would receive under the tax-qualified pension plan arrangement; the actual amount distributed under this plan will be reduced by the benefit under the pension plan arrangement. See the Pension Benefits table on page 90 for these amounts. The following table summarizes the total contributions made by the participant and Intel, including gains, losses, and distributions attributable to such contributions, that were previously reported (or that would have been reported had the participant been a NEO for all years) in the Summary Compensation Table over the life of the plan. The amounts in the table are as of December 30, 2023 and do not take into account any amounts that were accrued during fiscal year 2023 but were credited to the participants’ accounts in 2024.
Non-Qualified Deferred Compensation for Fiscal Year 2023
| Name | Aggregate Executive Deferrals over Life of Plan ($) | Aggregate Intel Contributions over Life of Plan ($) | | Patrick P. Gelsinger | 1,096,100 | 367,500 | | Michelle Johnston Holthaus | 211,800 | 576,100 | | Sandra L. Rivera | 9,208,300 | 773,000 | | David A. Zinsner | 34,000 | 4,700 | | Christoph Schell | — | — |
Non-Qualified Deferred Compensation for Fiscal Year 2023
Intel’s non-qualified deferred compensation plan allows certain highly compensated employees, including NEOs, to defer up to 60% of their salary and up to 75% of their annual incentive cash payment. Gains on equity compensation are not eligible for deferral. Beginning in 2020, Intel began making matching contributions on employee deferrals into the plan. Matching contributions are 100% vested. All NEOs who made deferral contributions received matching contributions. Mr. Schell did not elect to defer into the plan, so he did not receive matching contributions. For 2019 and earlier, Intel made company contributions to the employee’s account representing the portion of Intel’s retirement contribution on eligible compensation (consisting of base salary and annual and quarterly incentive cash payments) earned in excess of the tax code annual compensation limit. These company contributions are subject to the six-year graded vesting provisions in the retirement contribution plan. In addition, these contributions vest upon death, disability, or reaching age 60. Mr. Gelsinger and Mses. Johnston Holthaus and Rivera are fully vested in the value of company contributions, as they have each completed more than six years of service or reached the age of 60. Messrs. Zinsner and Schell were not eligible for company contributions, as they joined Intel in January 2022 and March 2022, respectively.
Non-Qualified Deferred Compensation for Fiscal Year 2023
| 2024 PROXY STATEMENT | 91 |
Equity Award Termination Provisions
Equity Award Termination Provisions ▪Unvested PSUs are canceled upon termination of employment for any reason other than retirement, death, or disability. In the event of retirement under the Rule of 75 (when the holder’s age and years of service equal at least 75) or reaching the age of 60 for grandfathered employees, the number of PSUs eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period if the retirement occurs within the first calendar year of the grant date; if retirement occurs after the first calendar year, then the PSUs are fully vested. In the event of retirement under the Rule of 75 or reaching the age of 60 with five years of services for non-grandfathered employees, the number of PSUs eligible for accelerated vesting will be prorated by the number of months employed during the 36-month performance period. Any vested PSUs are settled into shares of Intel common stock based on actual performance results after the end of the performance period. ▪RSUs are subject to retirement vesting under the rule of Age 60 or the Rule of 75, but not both. Upon retirement under the rule of Age 60, the holder receives one additional year of vesting for every five years of service. Upon retirement under the Rule of 75, the holder receives one additional year of vesting. Additional years of vesting means that any RSUs scheduled to vest within the number of years from the retirement date determined under the rule of Age 60 or Rule of 75 will be vested on the holder’s retirement date. ▪Upon disability or death, all unvested annual PSUs and RSUs become 100% vested.
Equity Award Termination Provisions
| 2024 PROXY STATEMENT | 93 |
CEO Pay Ratio
CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The 2023 annual total compensation of our CEO Mr. Gelsinger is $16,855,400, the 2023 annual total compensation of our median compensated employee is $100,100, and the ratio of these amounts is 168 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and types of workforces, may operate in different countries, and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. We are a global company with more than 56% of our employees located outside the US and significant manufacturing operations. As a result, our employee population is different than that of other companies. Our median employee works in Malaysia as a full-time design methodology engineer manager. For purposes of identifying our median compensated employee as of our measuring date of December 30, 2023 (the last day of our fiscal year for 2023), we used total direct compensation as our consistently applied compensation measure. In this context, total direct compensation means the applicable annual base salary determined as of December 30, 2023, the annual incentive cash target amount or commission target amount payable for service in 2023, and the approved value of the annual equity awards granted during 2023, which we annualized for all permanent employees who did not work for the entire year. To identify our median compensated employee, we then calculated the total direct compensation for our global employee population and used the foreign currency exchange rates in effect at the end of the fiscal year 2023. As of 2023 fiscal year-end, we had 124,800 worldwide employees, and approximately 78% of our US employees’ total direct compensation exceeds our median employee’s total direct compensation.
Pay Versus Performance
Pay Versus Performance This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect the value of compensation actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions. Amounts included as “compensation actually paid” do not represent the value of cash compensation and equity awards actually received by the NEOs, but rather is an amount calculated under SEC rules that includes, among other things, the year-over-year changes in the “fair value” of unvested equity-based awards. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 55. The 2023 “compensation actually paid” amounts for our principal executive officer (PEO) and our NEOs other than our PEO (Non-PEO NEOs) were significantly higher than both the 2023 Summary Compensation Table total compensation amounts and the 2022 “compensation actually paid” amounts primarily due to the fair values attributed to outstanding equity awards as a result of our significantly higher stock price as of the last day of fiscal year 2023 ($50.25), from both the stock price as of the last day of fiscal year 2022 ($26.43) and from the stock price on the dates on which equity awards were granted in 2023 (February 16, 2023 ($28.20) and May 30, 2023 ($29.99)). The following table shows the information for the past four fiscal years of: (i) the Summary Compensation Table total compensation amount (see page 80) for our PEO and, on an average basis, our Non-PEO NEOs, (ii) the “compensation actually paid” amount for our PEO(s) and, on an average basis, our Non-PEO NEOs (in each case, as determined in accordance with SEC rules), (iii) our TSR, (iv) our peer group TSR (Peer Group TSR), (v) our net income, and (vi) our revenue.
Pay Versus Performance
| 94 | |
Pay for Performance Table
| Year1 | Summary Compensation Table Total for PEO Robert H. Swan ($) | Compensation Actually Paid to PEO Robert H. Swan2 ($) | Summary Compensation Table Total for PEO Patrick P. Gelsinger ($) | Compensation Actually Paid to PEO Patrick P. Gelsinger2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs2,3 ($) | Value of Initial Fixed $100 Investment Based On:4 | | Net Income (in billions) ($) | Revenue (Non-GAAP)* (in billions)5 ($) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | N/A | N/A | 16,855,400 | 82,484,119 | 8,815,275 | 23,524,978 | 93.55 | 218.92 | 1.7 | 54.2 | | 2022 | N/A | N/A | 11,614,700 | (78,501,522) | 12,812,380 | 5,207,059 | 48.06 | 138.70 | 8.0 | 63.1 | | 2021 | 605,300 | (26,428,474) | 178,590,400 | 124,177,488 | 10,538,800 | 2,003,497 | 89.75 | 192.25 | 19.9 | 74.7 | | 2020 | 22,389,500 | (41,412,608) | N/A | N/A | 10,896,140 | (10,755,073) | 80.28 | 142.28 | 20.9 | 72.9 |
Relationship Between “Compensation Actually Paid” and Performance Measures
Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with SEC rules, the charts below illustrate how “compensation actually paid” (CAP) to our NEOs aligns with our company’s financial performance as measured by our TSR, our Peer Group TSR, our net income, and our revenue.
Compensation Actually Paid vs. Intel TSR and S&P 500 IT Index TSR
Compensation Actually Paid vs. Intel TSR and S&P 500 IT Index TSR
Compensation Actually Paid vs. Intel TSR and S&P 500 IT Index TSR
| | Swan CAP ($M) | | Average NEO CAP ($M) | | Gelsinger CAP ($M) | | INTC | | S&P 500 IT Index TSR |
Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)
Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)
Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)
| | Swan CAP ($M) | | Average NEO CAP ($M) | | Gelsinger CAP ($M) | | Net Income ($B) | | Non-GAAP Revenue ($B) |
Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)
| 96 | |
Charitable Contributions
Charitable Contributions Dr. Goldsmith, Dr. Lavizzo-Mourey, Dr. Liu, Mr. G. Smith, Mr. S. Smith, Mr. Tan or one of their immediate family members is serving, or has served during the previous three fiscal years, as an executive, professor, or other employee for one or more colleges or universities or as a director, executive, or employee of a charitable entity that received matching or other charitable contributions from Intel during those years. Charitable contributions to each of these entities (including matching and discretionary contributions by Intel and the Intel Foundation) constituted less than the greater of $120,000 or 1% of the recipient’s annual revenues in each of the past three fiscal years, as discussed below. ▪Dr. Goldsmith is Dean of Engineering and Applied Science and Professor of Engineering at Princeton University. The Intel Foundation contributed less than $11,000 in each of the past three years to match Intel employee charitable contributions, amounting to less than 0.001% of Princeton University’s consolidated annual revenue in each of the past three years, and in 2023, Intel made a charitable contribution to Princeton University, amounting to less than 0.01% of Princeton University’s consolidated annual revenue in each of the past three years. ▪Dr. Goldsmith was a Professor of Engineering at Stanford University. The Intel Foundation contributed less than $56,000 in each of the past three years to match Intel employee charitable contributions, amounting to less than 0.002% of Stanford University’s consolidated annual revenue in each of the past three years, and in 2023, Intel made a charitable contribution to Stanford University, amounting to less than 0.002% of Stanford University’s consolidated annual revenue in each of the past three years. ▪Dr. Lavizzo-Mourey retired in January 2021 after serving as the Robert Wood Johnson Foundation PIK Professor of Population Health and Health Equity at the University of Pennsylvania (UPenn). The Intel Foundation contributed less than $5,000 in each of the past three years to match Intel employee charitable contributions to the UPenn, amounting to less than 0.0001% of UPenn’s consolidated annual revenue for each of the past three years. ▪Dr. Lavizzo-Mourey is a member of the Board of Regents of the Smithsonian Institution. The Intel Foundation contributed less than $11,200 in each of the past three years to match Intel employee charitable contributions to the Smithsonian Institution, amounting to less than 0.02% of the Smithsonian Institution’s consolidated annual revenue for each of the past three years. ▪Dr. Liu has been a member of the Directorate for Engineering Advisory Committee Member for the National Science Foundation (NSF) since April 2022. In 2023, Intel made a charitable contribution to the NSF, amounting to less than 0.03% of NSF’s consolidated annual revenue for each of the past three years.
Charitable Contributions
| 2024 PROXY STATEMENT | C-1 |
Charitable Contributions
▪Dr. Liu is Dean and Roy W. Carlson Professor of Engineering in the College of Engineering at UC Berkeley. The Intel Foundation contributed less than $51,000 in each of the past three years to match Intel employee charitable contributions to UC Berkeley, amounting to less than 0.003% of UC Berkeley’s consolidated annual revenue for each of the past three years. ▪Mr. G. Smith is a member of the Board of Directors and Finance Committee of Northwestern Memorial Healthcare, a non-profit healthcare organization. The Intel Foundation contributed less than $6,000 in each of the past three years to match Intel employee charitable contributions to Northwestern Memorial Healthcare, amounting to less than 0.0001% of Northwestern Memorial Healthcare’s consolidated annual revenue for each of the past three years. ▪Mr. S. Smith is a member of the Board of Trustees of The Nature Conservancy California Chapter, a non-profit environmental organization. The Intel Foundation contributed less than $41,000 in each of the past three years to match Intel employee charitable contributions to The Nature Conservancy, amounting to less than 0.01% of The Nature Conservancy’s consolidated annual revenue for each of the past three years. ▪Mr. Tan is a member of the Board of Trustees and the School of Engineering’s Council for Carnegie Mellon University. The Intel Foundation contributed less than $17,000 in each of the past three years to match Intel employee charitable contributions to Carnegie Mellon University, amounting to less than 0.002% of Carnegie Mellon University’s consolidated annual revenue for each of the past three years, and in 2023, Intel made a charitable contribution to Carnegie Mellon University, amounting to less than 0.04% of Carnegie Mellon University’s consolidated annual revenue in each of the past three years.