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DEF 14A of Intel Corp
Filed Mar 27, 2025 · FY20240000050863-25-000054
Corporate Governance Section Roadmap
Corporate Governance Section Roadmap
Corporate Governance Section Roadmap
| | Board Overview See pages 8-9 | ▪Overview of the director nominees, including key skills and experiences, the committees they serve on, and the other public company boards they sit on ▪Statistical information on the Board as a whole | | | Board Skills See pages 10-11 | ▪Skills matrix utilized by the Governance Committee and the Board in assessing Board composition and identifying areas for potential future enhancement ▪Descriptions of relevant skills/experiences, identification of directors with such skills/experiences, and independent director experience highlights | | | Director Nominees See pages 12-17 | ▪Biographical information for each of the director nominees, including a brief description of their occupation, business experience, and primary qualifications, attributes, and skills that the Governance Committee considered in recommending them as director nominees and that the Board considered in nominating them | | | Board Composition and Refreshment See pages 18-19 | ▪Governance Committee and Board processes with respect to assessing board composition, including relevant skill/experiences, independence and focus and attention of directors ▪Processes for identification of new director candidates (including for the 3 new independent directors identified and onboarded in 2024), consideration of the annual stockholder vote, description of the conditional resignation policy for directors not re-elected at the annual meeting, solicitation of feedback on Board composition through stockholder engagement, and annual Board self-evaluation | | | Board Structure and Oversight See pages 20-27 | ▪Overview of the Board and its committees, including key responsibilities, recent activities and focus areas, committee memberships and meetings ▪Special committees created during 2024 to assist with Company’s strategic positioning, current risks and opportunities to enhance stockholder value, and to assist the Board in identifying and evaluating CEO candidates ▪Board leadership structure, including independent Board Chair ▪Key Board responsibilities: strategy and business; human capital management; enterprise risk management; ethics, legal and regulatory matters; cybersecurity oversight; and corporate social responsibility oversight | | | Stockholder Engagement See pages 28-29 | ▪Stockholder engagement cycle and Board philosophy and approach to engagement ▪Fall 2024 engagement details, including scope of outreach, meetings held, feedback received and our perspectives and responses to the feedback received | | | Director Compensation See pages 30-31 | ▪Board approach to and annual review of director compensation, including Governance Committee engagement of an independent compensation consultant to provide benchmarking data and advice ▪Non-employee director stock ownership guidelines ▪Director and committee retainers and equity awards, changes from prior year, director compensation table and outstanding equity awards held by directors | | | Independence and Related Party Transactions See page 32 | ▪Governance Committee and Board assessments as to the independence of 10 of our 11 director nominees ▪Related party transaction processes overseen by the Audit Committee and related party transactions since the beginning of 2024 | | | Share Ownership See page 33 | ▪Intel stock ownership of our directors, named executive officers, and current directors and executive officers as a group ▪Beneficial owners of more than 5% of Intel common stock |
Corporate Governance Section Roadmap
| 2025 Proxy Statement | 7 |
Corporate Governance Section Roadmap
| Board Overview | | | | | | Age: 59 Director Since: 2019 Committees: Compensation | 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/Experiences | | Skill and/or Experience | | | | | | Age: 60 Director Since: 2021 Committees: Audit Governance | 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), and is also a strong advocate for promoting opportunity and access across the STEM disciplines. | | | | | Public Boards ▪Medtronic ▪Crown Castle | Skills/Experiences | | | Age: 54 Director Since: 2020 Committees: Compensation Governance | 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 seeks to address the evolving data center market and AI opportunities, as well as substantial senior leadership experiences overseeing successful expansions of businesses into other technology services. | | | | | Public Boards ▪Confluent ▪Samsara | Skills/Experiences | | | Age: 68 Director Since: 2024 Committees: Audit Financial Expert | Eric Meurice Former President & CEO, ASML Holding N.V. Brings deep semiconductor industry expertise through his leadership of the world’s largest supplier of advanced lithography systems, including the extreme ultraviolet (EUV) lithography used in current leading-edge semiconductor manufacturing processes. He also brings a depth of government, legal, regulatory and policy experience from ASML’s key geopolitical role in the semiconductor supply chain. | | | | | Public Boards ▪Global Blue Group ▪IPG Photonics | Skills/Experiences | | | Age: 64 Director Since: 2022 Committees: Governance Chair | Barbara G. Novick Co-Founder, Former Vice-Chair, & Senior Advisor, 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/Experiences | | The following current directors will not stand for reelection at the 2025 Annual Meeting: ▪Omar Ishrak ▪Risa Lavizzo-Mourey ▪Tsu-Jae King Liu | Age: 69 Director Since: 2024 Committees: Compensation | Steve Sanghi Interim President & CEO, Microchip Technology, Inc. Brings deep semiconductor industry, operating and manufacturing, emerging technologies, business development and M&A experience from his 30 years as CEO of a leading semiconductor company, during which period he helped transform the company from a small non-volatile memory products company to a leading embedded control solutions provider, including through over 20 acquisitions. | | | | | Public Boards ▪Microchip Technology ▪Impinj | Skills/Experiences |
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| | | | | 91% Independent 62 years Average Age 4.4 years Average Tenure 27% Women 18% Racially/Ethnically Diverse 45% Born Outside the United States 3 New Independent Directors Since 2024 55 Board (15) and Committee (40) Meetings in 2024 95% Weighted Average Attendance for Directors at Board and Committee Meetings in 2024 | | Age: 58 Director Since: 2017 Committees: Audit Chair Financial Expert | Gregory D. Smith Former CFO & EVP, Enterprise Operations, 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/Experiences | | | Age: 62 Director Since: 2024 Committees: Audit Financial Expert | Stacy J. Smith Executive Chair, Kioxia Brings deep semiconductor industry; financial and accounting; 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, Operations & Sales and former EVP, CFO and Director, Corporate Strategy of Intel. | | | | | | Public Boards ▪Autodesk ▪Kioxia | ▪Wolfspeed | Skills/Experiences | | | Age: 65 Director Since: 2022 Committees: — | Lip-Bu Tan CEO, Intel 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/Experiences | | | Age: 57 Director Since: 2020 Committees: Compensation Chair | 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 inclusion and sustainability in prior leadership roles. | | | | | | Public Boards ▪Thermo Fisher Scientific ▪BHP | | Skills/Experiences | | | Age: 61 Director Since: 2009 Committees: — Board Chair | Frank D. Yeary 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 practices experience from his role in founding and leading a major corporate governance advisory firm. | | | | | | Public Boards ▪Mobileye Group (Intel subsidiary) ▪PayPal | | Skills/Experiences | |
Corporate Governance Section Roadmap
| 2025 Proxy Statement | 9 |
Corporate Governance Section Roadmap
| | Board Skills |
Corporate Governance Section 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 Section Roadmap
| | Skill and/or Experience | | | | | | 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 competitiveness 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 strategy to transform the way the product and foundry parts of our organization interact with each other, 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-U.S. 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 emerging technologies, such as AI, trade and export control regulations, and government support for the semiconductor industry and 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. |
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| | | | | NEW 2024 | | NEW 2024 | | NEW 2024 | CEO | | | | | | | | | | | | | | | | | Experience Highlights — Independent Directors | | Semi/Ind | | | | | | | | | | | | Goldsmith — Dean of Eng. and Applied Science, Princeton Meurice — CEO, ASML Sanghi — CEO, Microchip Technology S. Smith — Grp. Pres., Manufacturing, Ops. & Sales, Intel | | Op/Man | | | | | | | | | | | | Meurice — CEO, ASML Sanghi — CEO, Microchip Technology 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 Sanghi — CEO, Microchip Technology | | Bus Dev | | | | | | | | | | | | Goetz — Partner, Sequoia Capital Sanghi — CEO, Microchip Technology S. Smith — CFO and Dir., Corporate Strategy, Intel Yeary — Global Head of M&A, Citigroup | | Glob/Int | | | | | | | | | | | | Meurice — CEO, ASML G. Smith — CFO, Boeing Weisler — CEO, HP and COO, Lenovo Yeary — Global Head of M&A, Citigroup | | Sales | | | | | | | | | | | | Henry — Square CEO, Block and VP, Amazon Novick — Global Acct. Mgmt. Group Head, BlackRock S. Smith — Grp. Pres., Manufacturing, Ops. & Sales, Intel Weisler — CEO, HP | | Hum Cap | | | | | | | | | | | | Goldsmith — Dean of Eng. and Applied Science, Princeton Novick — Co-founder and Vice Chair, BlackRock G. Smith — CFO, Boeing Yeary — Vice Chancellor, UC Berkeley | | Snr Ldr | | | | | | | | | | | | Goetz — Partner, Sequoia Capital Henry — Square CEO, Block and VP, Amazon Novick — Co-founder and Vice Chair, BlackRock Weisler — CEO, HP | | Fin | | | | | | | | | | | | Meurice — CEO, ASML G. Smith — CFO, Boeing Sanghi — CEO, Microchip Technology S. Smith — CFO, Intel | | Cyber | | | | | | | | | | | | 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 — U.S. President’s Council of Advisors, IEEE, National Academy of Engineering Meurice — CEO, ASML Novick — Gov’n Relations & Pub Policy Head, BlackRock | | Pub Co | | | | | | | | | | | | Goldsmith — Medtronic, Crown Castle S. Smith — Autodesk, Kioxia, Wolfspeed Weisler — Thermo Fisher, BHP Group Yeary — Mobileye, Paypal |
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| 2025 Proxy Statement | 11 |
Corporate Governance Section Roadmap
| | Director Nominees |
Corporate Governance Section Roadmap
| | James J. Goetz Independent Director Since: 2019 Age: 59 Birthplace: United States Committees: Compensation Skills/Experiences: | | Andrea J. Goldsmith Independent Director Since: 2021 Age: 60 Birthplace: United States Committees: Audit and Governance Skills/Experiences: | | Experience Summary Mr. Goetz brings to the Board senior leadership, industry and information technology (IT), emerging technologies, business development, and cybersecurity experience from his role 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 (2004-Present) ▪Partner VitalSigns Software, a software design, development, and strategy company (1996-1999) ▪Co-founder Public Company Boards Palo Alto Networks Inc., a network security solution company 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) | | 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 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 promoting equal opportunity in STEM. Executive Roles Princeton University (2020-Present) ▪Dean of Engineering and Applied Science ▪Arthur LeGrand Doty Prof. of Electrical and Computer Engineering Stanford University (2012-2020) ▪Stephen Harris Prof. of Engineering Plume WiFi (formerly Accelera, Inc.), a provider of software-defined wireless networking technology (2010-2014) ▪Co-founder and Chief Technology Officer Quantenna Communications (formerly mySource Communications, Inc.), a silicon chipset producer for high-speed, wireless networking (2005-2009) ▪Co-founder and Chief Technology Officer Public Company 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 (2021-Present) ▪Member Institute of Electrical and Electronics Engineers ▪Fellow | |
Corporate Governance Section Roadmap
| Skill and/or Experience | | | | | | | | | | | | | | Semi/Ind | | Op/Man | | Em Tech | | Bus Dev | | Glob/Int | | Sales |
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| | Alyssa H. Henry Independent Director Since: 2020 Age: 54 Birthplace: United States Committees: Compensation and Governance Skills/Experiences: | | Eric Meurice Independent Director Since: 2024 Age: 68 Birthplace: France Committees: Audit Financial Expert Skills/Experiences: | | Experience Summary Alyssa Henry brings senior leadership, industry and IT, emerging technologies and business models, and information security expertise to the Board from her 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 seeks to address the evolving data center market and AI opportunities. Executive Roles Block Inc. (formerly Square, Inc.), a software, hardware and financial services provider for small businesses and individuals (2014-2023) ▪Square CEO (Feb 2023-Oct 2023 (retired)) ▪Square Lead, and Block Infrastructure & Information Security Lead (2021-Feb 2023) ▪Seller Lead (2014-2021) Amazon Inc., a multinational technology company (2006-2014) ▪VP, Amazon Web Services Storage Services ▪Director of Software Development for Ordering Microsoft Corporation, a multinational technology company (1994-2006) ▪12 years of engineering, program management, and product unit management roles - working on databases and data access technologies Public Company Boards Confluent Inc., a data infrastructure software company Samsara Inc., a connected cloud operations software company | | Experience Summary Mr. Meurice brings deep semiconductor industry, operating and manufacturing, and emerging technologies experience to the Board from nearly a decade of leadership as President and CEO of ASML, the world’s largest supplier of advanced lithography systems used to manufacture semiconductors. During that time, he also honed his business development and M&A, global/international, sales and marketing, and senior leadership experience as he led ASML through a period of expanded research and development and partnerships with Intel, Samsung and TSMC to support ASML’s research and development, including the development of extreme ultraviolet (EUV) lithography used in current leading-edge semiconductor manufacturing processes. At ASML he also developed significant government, legal, regulatory, and policy experience given ASML’s key geopolitical role in the semiconductor supply chain. Executive Roles ASML Holding N.V., a semiconductor equipment manufacturing company (2004-2014) ▪Management Board Chair (2013-2014) ▪President and CEO (2004-2013) Thomson SA, Television Division, an electronics manufacturer (2001-2004) ▪Executive Vice President Dell Computer Corporation, a leading computer company (1995-2001) ▪Vice President and General Manager, Southern and Eastern Europe ITT Semiconductors, a discrete components and integrated circuits manufacturer (1989-1995) ▪Worldwide Marketing and Sales Director Intel Corporation (1984-1989) ▪Various roles in product development and marketing for the automotive sector Public Company Boards Global Blue Group Holding AG, a payments solutions provider IPG Photonics Corp., a maker of fiber lasers, amplifiers and laser diodes Notable Affiliation/Accolade Stanford University Graduate School of Business ▪Arjay Miller scholar | |
Corporate Governance Section Roadmap
| | Hum Cap | | Snr Ldr | | Fin | | Cyber | | Govt, Leg | | Pub Co |
Corporate Governance Section Roadmap
| 2025 Proxy Statement | 13 |
Corporate Governance Section Roadmap
| | Barbara G. Novick Independent Director Since: 2022 Age: 64 Birthplace: United States Committees: Governance Chair Skills/Experiences: | | Steve Sanghi Independent Director Since: 2024 Age: 69 Birthplace: India Committees: Compensation Skills/Experiences: | | 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. Executive Roles BlackRock Inc., an investment and asset management company (1988-Present) ▪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) Public Company 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 | | Experience Summary Mr. Sanghi brings deep semiconductor industry, operating and manufacturing, emerging technologies, business development and M&A, global/international, sales and marketing, human capital, senior leadership, and financial experience to the Board from his 30 years as CEO of Microchip Technology, a leading manufacturer of microcontroller, mixed-signal, analog, FPGA, timing, connectivity, non-volatile memory and Flash IP solutions for various embedded control applications. As CEO, he helped transform Microchip Technology from a small company focused on non-volatile memory products to a leading embedded control solutions, acquiring over 20 companies including Silicon Storage, Standard Microsystems, Micrel, Atmel and Microsemi. Executive Roles Microchip Technology Incorporated, a microcontroller, mixed-signal, analog and Flash-IP solutions company (1990-Present) ▪Interim CEO and President (2024-Present) ▪Executive Chairman (2021-2024) ▪CEO (1991-2021) ▪President (1990-2016) ▪COO (1990-1991) Waferscale Integration, Inc., an EPROM and flash memory-based programmable systems-chips company (1988-1990) ▪Vice President, Operations Intel Corporation (1978-1988) ▪General Manager of Programmable Memory Operations and other prior roles Public Company Boards Impinj, Inc., a manufacturer of radio-frequency identification devices and software Microchip Technology Incorporated Notable Affiliation/Accolade ▪Published author ▪Received the Dr. Morris Chang Exemplary Leadership Award from the Global Semiconductor Alliance in December 2022 ▪Northern Arizona University renamed their College of Engineering, Informatics, and Applied Sciences to the Steve Sanghi College of Engineering | |
Corporate Governance Section Roadmap
| Skill and/or Experience | | | | | | | | | | | | | | Semi/Ind | | Op/Man | | Em Tech | | Bus Dev | | Glob/Int | | Sales |
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| | Gregory D. Smith Independent Director Since: 2017 Age: 58 Birthplace: Canada Committees: Audit Chair and Financial Expert Skills/Experiences: | | Stacy J. Smith Independent Director Since: 2024 Age: 62 Birthplace: United States Committees: Audit Financial Expert Skills/Experiences: | | 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, having overseen Boeing’s manufacturing, operations, supply chain, quality and program management teams. Executive Roles The Boeing Company (Boeing), the world’s largest aerospace company (2008-2021) ▪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 (2004-2008) ▪VP, Global Investor Relations Public Company Boards American Airlines Group, Inc., an American airline holding company | | 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 role 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 U.S. software company, and is on the board of a U.S. manufacturer of semiconductors. Executive Roles Kioxia Corporation, formerly Toshiba Memory Corporation, a Japanese flash memory & SSD company (2018-current) ▪Exec. Chair & Director 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) Public Company Boards Autodesk Inc., multinational software product and services company Kioxia Corporation Wolfspeed Inc., a wide-bandgap semiconductor developer and manufacturer | |
Corporate Governance Section Roadmap
| | Hum Cap | | Snr Ldr | | Fin | | Cyber | | Govt, Leg | | Pub Co |
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| 2025 Proxy Statement | 15 |
Corporate Governance Section Roadmap
| | Lip-Bu Tan Chief Executive Officer Director Since: 2022 Age: 65 Birthplace: Malaysia Committees: None Skills/Experiences: | | Dion J. Weisler Independent Director Since: 2020 Age: 57 Birthplace: Australia Committees: Compensation Chair Skills/Experiences: | | Experience Summary Mr. Tan was appointed CEO of Intel in March 2025. He was a director of Intel from 2022 through August 2024, and was reappointed to the Board upon his becoming CEO. Mr. Tan is a highly accomplished semiconductor industry leader, having previously 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, human capital, sales and marketing, emerging technologies and business models, business development and M&A and substantial public company experience. Executive Roles Cadence Design Systems, Inc., a computational software company ▪Executive Chair of the Board & CEO (2021- 2023) Walden International, an international venture capital firm ▪Founder & Chairman (1987-Present) Celesta Capital, a venture capital firm ▪Founding Managing Partner (2013-Present) Walden Catalyst Ventures, a venture capital firm ▪Founding Managing Partner (2021-Present) Public Company Boards Credo Technology Group Holding Ltd., a connectivity solutions provider Schneider Electric SE, a digital automation and energy management company 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) | | 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 HP, 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 Thermo Fisher Scientific and the BHP Group. 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) Public Company Boards Thermo Fisher Scientific Inc., an analytical laboratory instrument manufacturer BHP Group, a mining, metals, and petroleum company Notable Affiliation Monash Industry Council of Advisers (MICA) | |
Corporate Governance Section Roadmap
| Skill and/or Experience | | | | | | | | | | | | | | Semi/Ind | | Op/Man | | Em Tech | | Bus Dev | | Glob/Int | | Sales |
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| 16 | |
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| | Frank D. Yeary Independent Board Chair Director Since: 2009 Age: 61 Birthplace: United States Committees: None Skills/Experiences: | Consideration of Other Public Company Board Service As discussed on page 18, the Board considers the commitments of directors to serve as executive officers or as directors of other companies. Our Corporate Governance Guidelines generally limit directors to service on no more than 4 public company boards including Intel, with a lower limit of 2 public company boards including Intel applicable to a public company CEO. The Board’s consideration, however, goes beyond numerical limits to consider more broadly a director’s other commitments, history of contributions to the Board and ability to be a valuable contributor. We provide additional discussion on the Board’s considerations for the following directors: ▪Steve Sanghi - In November 2024, Mr. Sanghi was appointed Interim CEO and President of Microchip while the company undertakes a search for a new CEO. Mr. Sanghi was previously CEO of Microchip for 30 years before his retirement in 2021. The Board appointed Mr. Sanghi to the Board in December 2024, fully aware of this commitment and his service as Chairman of Microchip and a director of Impinj. In light of the interim nature of the Microchip role and the desire to add Mr. Sanghi to the Board given his deep semiconductor industry experience, the Board waived application for a year of the guidelines’ limit of 2 public company boards for public CEOs. ▪Stacy J. Smith - In December 2024, Kioxia Corporation, a Japanese flash memory and SSD company, became a public company. Mr. S. Smith is Executive Chair and a director of Kioxia, and also a director of Autodesk and Wolfspeed. The Board evaluated Mr. S. Smith’s commitments and determined that he was able to devote sufficient time and attention to the Board. Among other things, it considered that the Executive Chair position at Kioxia is not a “representative director” position or a position involving day-to-day management of the company. Instead, it is a customary executive chair position at a Japanese company, a part-time position involving board oversight of management that is not comparable to a U.S. public company CEO or other executive officer position. Mr. S. Smith intends to depart from one of his current public company director positions in the next six months. ▪Lip-Bu Tan - In appointing Mr. Tan as CEO of Intel, the Board waived for six months application of the guidelines’ 2 public company board limit to provide Mr. Tan sufficient time to wrap up his work with and depart from one of the two other public company boards of which he is currently a member. | | 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. 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 (2012-2018) ▪Co-founder and Executive Chairman 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) Public Company Boards PayPal Holdings, Inc., a financial technology company operating an online payments system Mobileye Global Inc., Intel’s autonomous driving technology subsidiary | | |
Corporate Governance Section Roadmap
| | Hum Cap | | Snr Ldr | | Fin | | Cyber | | Govt, Leg | | Pub Co |
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| 2025 Proxy Statement | 17 |
Corporate Governance Section Roadmap
| | Board Composition and Refreshment |
Corporate Governance Section Roadmap
| n | | | Assess Board Composition | | | Relevant Skills/ Experiences | ▪The Governance Committee and Board undertake a regular evaluation of the existing and future needs and skill sets of the Board in light of the company’s evolving strategy. In addition to developing and maintaining a skills matrix (see page 9), the committee receives input from stockholders through the stockholder engagement process and the vote support each director received during the most recent annual meeting. ▪The Board is committed to being composed of directors with broad and complimentary perspectives, skills, experiences, and backgrounds to enable the Board to represent stockholders’ interests. In 2014, the Board formally adopted its commitment to actively seek women and minority candidates, and those with a breadth of backgrounds and skills, to add to the pool from which Board nominees are considered. | | Independence | ▪The Board believes that a substantial majority of the Board should be independent of management and considers all relevant facts and circumstances in determining independence. ▪The Board has determined that 10 of our 11 nominees are “independent” under Nasdaq independence requirements. In addition, all directors who serve on the Audit Committee and Compensation Committee satisfy heightened SEC and Nasdaq independence requirements. See “Independence and Related Party Transactions” on page 32. | | Activities and Focus | ▪The Governance Committee evaluates whether director nominees have sufficient time to effectively serve on the Board. Among other factors, the committee considers: ▪the number of public company board, committee, and leadership positions the nominee has and the voting guidelines of our top institutional investors and proxy advisory firms; ▪the location of the other entities on whose public company boards the nominee sits, and ▪for incumbent nominees, Board and committee meeting attendance, the time and attention devoted to fulfilling Board and committee duties, preparedness at and between meetings; and the extent and quality of engagement with management and the Board. ▪Our Corporate Governance Guidelines limit on director service on other public company boards to help confirm director nominees are able to devote sufficient time and attention to the Board: ▪public company CEOs - limited to 2 public company boards including Intel; ▪all directors - no more than 4 public company boards including Intel; and ▪no director may serve on more than 3 audit committees of public companies. | | | Following the reviews outlined above, the Governance Committee and the Board affirmed that each director nominee for election at the 2025 Annual Meeting has sufficient capacity to continue effectively serving on our Board and that their nomination is in stockholders’ best interests. See discussion on page 17. | | Balance of Tenures | ▪The Governance Committee and Board believe that a mix of long-, medium-, and short-tenured directors promotes an appropriate balance of views and insights and allows the Board to benefit from both the historical, institutional knowledge that longer-tenured directors possess and the fresh perspectives contributed by newer directors. As an alternative to term limits, the Board seeks to maintain an average tenure of 10 years or less for the independent directors as a group. The Board believes that its current mix of tenures represents an appropriate mix of new perspectives and deep institutional knowledge. |
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| 18 | |
Corporate Governance Section 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, identify suitable new candidates for the Board, solicit and evaluate feedback from stockholders, and assist the Board in an annual self-evaluation process.
Corporate Governance Section Roadmap
| n | | n | | | Identify Qualified Candidates Governance Committee Search ▪The Governance Committee typically retains a third-party search firm to identify potential candidates. The committee regularly reviews the candidate pipeline. Candidates are screened for conflicts of interest and independence, references are checked, backgrounds and experiences are reviewed, and candidates are interviewed by existing directors. ▪In 2024, the committee retained a leading search firm to generate candidates with a range of perspectives and experiences important to support the Board’s composition needs, which included deep semiconductor industry and financial expertise. Our newest independent director nominees, Eric Meurice and Steve Sanghi, were initially recommended to the committee by the retained independent search firm. ▪In 2025, the CEO Search Committee and the Governance Committee recommended Lip-Bu Tan for appointment to the Board upon him becoming CEO. The Board was familiar with Mr. Tan as he was recently an Intel director. Other Sources ▪The Governance Committee also considers suggestions from Board members and candidates proposed by stockholders and employees and evaluates them using the same criteria. Stockholders may suggest a candidate for consideration by sending their name and qualifications to our Corporate Secretary (see “Communicating with Us” on page 98). ▪We have also adopted proxy access. See page 97. | | Annual Stockholder Vote All directors are elected annually and subject to a majority vote standard. For more information on the majority voting standard, see Additional Information on page 95. | | | | | Conditional Resignation Policy Under our Bylaws and Corporate Governance Guidelines, each director must submit an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not re-elect that director. In that situation, our Governance Committee would make a recommendation to the Board as to whether to accept the resignation, or whether to take other action instead. Within 90 days from the date of the certified election results, the Board would act on the recommendation and publicly disclose its decision and rationale. | n | | | | Stockholder Engagement The Governance Committee assists the Board with the stockholder engagement program, which is designed to solicit and incorporate stockholder feedback on all topics relevant to Intel, including feedback on individual directors and Board composition. For more information, see “Stockholder Engagement” on page 28. | n | | | Annual Board Self-Evaluation The Governance Committee Chair, in collaboration with the Board Chair, is responsible for managing the annual process for evaluating the Board, its committees, and individual directors. Periodically, the Board utilizes the assistance of a third-party facilitator in the evaluation process. In 2024, the Governance Committee utilized the same Board self-evaluation process as was used in 2023, consisting of two parts: | ▪an anonymous written questionnaire; and ▪interviews with individual directors conducted by the Governance Committee Chair. The results were aggregated and summarized by the Governance Committee Chair, who reported the results to the full Board in executive session. Areas of director feedback included Board and committee composition, focus, and leadership, the director appointment and orientation process, Board culture and oversight, and individual director performance and contributions. | n | | | Recent input has included optimization of the Board’s time to facilitate deeper dives into strategy and key areas such as AI, as well as adding deep semiconductor industry expertise to the Board. | | |
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| 2025 Proxy Statement | 19 |
Corporate Governance Section Roadmap
| | Board Structure and Oversight |
Board of Directors
Board of Directors
Board of Directors
| Meetings in 2024: 15 | | | | Frank D. Yeary Chair | | Recent Activities and Focus Areas ▪Oversight of strategy execution, including product and process technology roadmaps, including Intel 18A ▪Capital spend and allocation, including manufacturing expansion projects, 2024 cost reduction plan, dividend suspension and potential Altera® stake sale ▪CHIPS Act agreements securing government incentives for R&D and manufacturing capital investments ▪CEO search and hiring of new CEO | | | Key Responsibilities The Board oversees, counsels, and directs management in the long-term interests of the company and our stockholders and exercises its oversight responsibilities both directly and through its committees. The Board’s responsibilities include: ▪Strategy and business ▪Human capital management, including CEO selection and performance, management succession planning, culture and compensation ▪Enterprise risk management ▪Ethics, legal and regulatory matters ▪Cybersecurity oversight ▪Corporate social responsibility See page 23 for more details. | | | Independent Director Meetings At each regular Board meeting, time is reserved for independent directors to meet in executive session without management present. Our independent board chair presides over these executive sessions. | |
Fall 2024 Engagement
| | Director Compensation |
Director Compensation Table
Director Compensation Table The following table sets forth certain information regarding the compensation of each of our non-employee directors who served during fiscal year 2024. The table also sets forth the number of equity awards held by each such non-employee director as of December 28, 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 fiscal year unless otherwise specified.
Director Compensation Table
| | Total Compensation for FY 2024 | | | | Outstanding Equity Awards at FYE 2024 | | | 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 | — | 315,100 | — | 315,100 | 10,697 | 217,100 | | Andrea J. Goldsmith | 116,300 | 218,100 | — | 334,400 | 7,403 | 150,300 | | Alyssa H. Henry | — | 315,100 | — | 315,100 | 10,697 | 217,100 | | Omar Ishrak | 120,000 | 218,100 | 2,000 | 340,100 | 14,555 | 295,500 | | Risa Lavizzo-Mourey | 146,300 | 218,100 | 5,000 | 369,400 | 13,549 | 275,000 | | Tsu-Jae King Liu | 101,300 | 218,100 | 5,000 | 324,400 | 7,403 | 150,300 | | Barbara G. Novick | — | 324,900 | 5,000 | 329,900 | 21,450 | 435,400 | | Gregory D. Smith | 140,000 | 218,100 | — | 358,100 | 33,514 | 680,300 | | Stacy J. Smith | 26,300 | 326,900 | — | 353,200 | 10,068 | 204,400 | | Lip-Bu Tan | — | 758,700 | — | 758,700 | — | — | | Dion J. Weisler | — | 334,700 | — | 334,700 | 11,364 | 230,700 | | Frank D. Yeary | 296,300 | 218,100 | — | 514,400 | 33,006 | 670,000 |
Director Compensation Table
Fees Earned or Paid in Cash & Stock Awards. Dr. Andrea J. Goldsmith, Omar Ishrak, Gregory D. Smith, and Frank D. Yeary deferred their 2024 annual cash compensation until their retirement from the Board. Stacy J. Smith was granted an annual equity award of 1,001 RSUs on April 30, 2024 in connection with his appointment to the Board in March 2024 with a grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718 and an assumed 5.35% risk-free rate of return and a 1.62% dividend yield. With respect to the annual equity award to all directors on May 8, 2024 of 7,403 RSUs, the grant date fair value was computed in accordance with ASC Topic 718 and an assumed 5.25% risk-free rate of return and a 1.67% 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 2024 annual cash fees, RSUs were granted on May 8, 2024 to James J. Goetz (3,294), Alyssa H. Henry (3,294), Barbara G. Novick (3,628), Stacy J. Smith (2,665), Lip-Bu Tan (2,887), and Dion J. Weisler (3,961), with a 5.25% risk-free rate of return and a 1.67% dividend yield; and ▪In consideration for substantial additional responsibilities he assumed in 2023 and 2024 at the request of the Board, Lip-Bu Tan received on January 30, 2024 the second installment of his RSU award of 10,629 RSUs (with the grant date fair value computed in accordance with ASC Topic 718 and assuming a 5.20% risk-free rate of return and a 1.15% dividend yield), which he forfeited upon his departure from the Board on August 22, 2024 along with other unvested equity awards. All Other Compensation. Represents matching charitable contributions from the Intel Foundation on behalf of each noted director to schools and universities that met the guidelines of Intel’s employee charitable matching gift program and were eligible for matching funds. Outstanding Equity Awards. Includes (i) unvested RSUs and (ii) vested but deferred equity awards for the following directors: Barbara G. Novick (10,419), Frank D. Yeary (25,603), Gregory D. Smith (26,111), Dr. Omar Ishrak (7,152), and Dr. 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
| 2025 Proxy Statement | 31 |
Director Compensation Table
| | Independence and Related Party Transactions |
Director Compensation Table
Independence. Of the 11 director nominees, 10 have been determined by the Board to qualify as an “independent director” under Nasdaq rules, which require that, in the opinion of the Board, such person not have a relationship that would interfere with the exercise of independent judgement in carrying out the responsibilities of a director. Lip-Bu Tan is not deemed to be independent under Nasdaq rules due to his service as our CEO. Frank D. Yeary previously served as our Interim Executive Chair and was not deemed to be independent during the period he served in that role. Our directors not standing for re-election at the Annual Meeting, Dr. Omar Ishrak, Dr. Risa Lavizzo-Mourey and Dr. Tsu-Jae King Liu, were deemed to be independent under Nasdaq rules. There are no family relationships among any of our directors or executive officers. In making determinations regarding director independence, the Board, with the assistance of the Governance Committee, reviewed and discussed additional information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to Intel and Intel’s management and considered transactions that occurred since the beginning of 2022 between Intel and entities associated with the directors or members of their immediate families. Such transactions were ordinary course supplier or customer business dealings or charitable contributions, in each case not exceeding the greater of $200,000 or 1% of each of Intel’s and the recipient’s annual revenue, respectively, in each of the past three years. The Board considered the transactions in the context of the Nasdaq objective standards and the special standards established by the SEC and Nasdaq for members of audit and compensation committees. The Board determined that, based on the nature of the directors’ relationships with the entity and/or the amount involved, no relationships exist that, in the opinion of the Board, impair the directors’ independence. Related Party Transactions. The Audit Committee is responsible for the review, approval, or ratification of related party transactions involving Intel or its subsidiaries and related persons (i.e., a director, executive officer, director nominee since the beginning of the previous fiscal year, or a greater than 5% company beneficial owner at the time of the applicable transaction, and their immediate family members). Intel has written policies and procedures applicable to any transaction or series of transactions in which the company or a subsidiary participates, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest. Intel personnel in the Legal and Finance departments review transactions involving related persons that are not in one of the pre-cleared transaction categories (see below). If a related person could have a significant interest in such a transaction, the Audit Committee reviews and makes a determination as to whether the related person has a material interest in the transaction, and may approve, ratify, rescind, or take other actions in its discretion. The Audit Committee reviews all material facts and may consider whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent of the related person’s interest in the transaction; and, if applicable, the availability of other sources of comparable products or services. Since the beginning of fiscal year 2024, the only related-person transaction under the relevant standards, which was reviewed and approved by the Audit Committee, was that Nicole Schlappi, the sister of Michelle Johnston Holthaus, CEO of Intel Products, is employed by the company as a non-technical program manager. The aggregate compensation received by Ms. Schlappi for fiscal year 2024 was approximately $230,200. We compensate Ms. Schlappi in a manner consistent with our practices that apply to other similarly situated company employees. For a description of shareholder derivative lawsuits involving certain current and former Intel executives and directors, refer to Note 19: Commitments and Contingencies in the financial statements in our 2024 Annual Report on Form 10-K.
Director Compensation Table
| Pre-Cleared Transaction Categories. The Audit Committee has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following : ▪Any transaction with another company for which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s shares, if the amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue; ▪Any charitable contribution, grant, or endowment by Intel or the Intel Foundation to a charitable organization, foundation, or university for which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts, or any matching contribution, grant, or endowment by the Intel Foundation; ▪Compensation to executive officers or directors determined by the Compensation Committee or Board; ▪Transactions in which all security holders receive proportional benefits; and ▪Banking services involving bank depository funds, a transfer agent, registrar, trust indenture trustee, or similar. |
Director Compensation Table
| 32 | |
Director Compensation Table
| | Share Ownership |
Director Compensation Table
The following table presents the beneficial ownership of shares of Intel common stock of our directors, named executive officers for fiscal year 2024, and directors and executive officers as a group. This information is as of March 19, 2025 except with respect to Messrs. Gelsinger and Hotard, where it is as of their departure dates from Intel (December 1, 2024 and March 1, 2025, respectively) . The table also sets forth the stock-based holdings of beneficial owners of more than 5% of our common stock as of December 31, 2024.
Director Compensation Table
| Directors | Shares | Percentage | | James J. Goetz | 234,235 | * | | Andrea J. Goldsmith | 22,176 | * | | Alyssa H. Henry | 56,660 | * | | Omar Ishrak | 69,413 | * | | Risa Lavizzo-Mourey | 43,321 | * | | Tsu-Jae King Liu | 42,027 | * | | Eric Meurice | — | * | | Barbara G. Novick | 24,624 | * | | Steve Sanghi | — | * | | Gregory D. Smith | 48,717 | * | | Stacy J. Smith | 53,564 | * | | Lip-Bu Tan | 182,410 | * | | Dion J. Weisler | 56,699 | * | | Frank D. Yeary | 99,217 | * | | Named Executive Officers | | | | Michelle Johnston Holthaus | 352,547 | * | | David A. Zinsner | 222,854 | * | | Christoph Schell | 93,250 | * | | Justin Hotard | 34,078 | * | | April Miller Boise | 62,979 | * | | Patrick P. Gelsinger | 645,874 | * | | Current Directors and Executive Officers | | | | Current Directors and Executive Officers as a group (18 individuals) | 1,664,693 | * | | 5% Beneficial Owners | | | | The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, PA 19355 | 385,750,808 | 8.85% | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 341,067,967 | 7.82% |
Director Compensation Table
* Less than 1% For our directors and NEOs, the amounts reported under “Shares” include the number of shares subject to RSUs and stock options that become exercisable or vest within 60 days of such date. Except as otherwise indicated below, each owner has sole voting and investment power with respect to the securities listed. The table includes ▪RSUs that vested but are deferred: Dr. Omar Ishrak (7,152), Dr. Risa Lavizzo-Mourey (6,146), Barbara G. Novick (10,419), Gregory D. Smith (26,111), and Frank D. Yeary (25,603); ▪RSUs that will vest in 60 days: James J. Goetz (10,697); Andrea J. Goldsmith (7,403); Alyssa Henry (10,697); Dr. Omar Ishrak (7,403); Dr. Risa Lavizzo-Mourey (7,403); Dr. Tsu-Jae King Liu (7,403); Barbara G. Novick (11,031); Gregory D. Smith (7,403); Stacy J. Smith (10,068); Dion J. Weisler (11,364); Frank D. Yeary (14,806); April Miller Boise (2,723); and ▪Shares over which the named individual has shared voting and/or investment power through individual, family and/or spousal trusts or other accounts: Dr. Omar Ishrak (86), Stacy J. Smith (42,495), Lip-Bu Tan (166,000), Frank D. Yeary (47,998), Justin Hotard (154) and Patrick P. Gelsinger (13,980). The table excludes shares of Class A common stock of Mobileye Global Inc., an Intel subsidiary, held by our directors and NEOs: James J. Goetz (100,000), Dr. Omar Ishrak (18,000), Dr. Tsu-Jae King Liu (2,500), Lip-Bu Tan (50,000), Frank D. Yeary (54,828), Patrick P. Gelsinger (145,856), Michelle Johnston Holthaus (30,000), and David A. Zinsner (2,500). For our current directors and executive officers, the table includes 108,401 RSUs that may vest in 60 days. For our 5% beneficial owners, the table includes:
Director Compensation Table
| (# of shares) | Vanguard | BlackRock | | Sole voting power | — | 309,980,092 | | Shared voting power | 5,253,785 | — | | Sole investment power | 367,966,292 | 341,067,967 | | Shared investment power | 17,784,516 | — | | Information based solely on SEC Filing | Schedule 13G/A | Schedule 13G/A | | Filing date | February 13, 2024 | January 25, 2024 |
Director Compensation Table
| 2025 Proxy Statement | 33 |
Director Compensation Table
| Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm | | | The Audit Committee evaluates the independent auditor selection each year and selected Ernst & Young LLP (EY) to serve as our auditor for 2025. EY has served in this role since Intel was incorporated in 1968. EY representatives attended all of the Audit Committee’s meetings in 2024 except meetings subject to attorney-client privilege. As a matter of good governance, the Board submits the independent audit firm selection for stockholder ratification. If the selection is not ratified by a majority of the voted shares, the Audit Committee will review its future independent registered public accounting firm selection in light of that vote result. Even if the selection is ratified, the committee in its discretion may appoint a different firm at any time during the year if the committee determines that such a change would be appropriate. | | | | The Board recommends that you vote “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025. |
Director Compensation Table
EY Independence. In order to confirm continued auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of our independent registered public accounting firm. The committee concluded that many factors contribute to the continued support of EY’s independence, such as oversight by the Public Company Accounting Oversight Board (PCAOB) through the establishment of audit, quality, ethics, and independence standards in addition to conducting audit inspections; the mandating of reports on internal control over financial reporting; PCAOB requirements for audit partner rotation; and limitations imposed by regulation and by the committee on non-audit services provided by EY. The committee has established, and monitors, limits on the amount of non-audit services that Intel may obtain from EY. Under the auditor independence rules, EY reviews its independence each year and delivers to the committee a letter addressing matters prescribed under those rules. Pre-Approval Policies. The Audit Committee pre-approves and reviews audit and non-audit services performed by EY, as well as the fees charged by EY for such services. In its pre-approval and review of non-audit service fees, the committee considers, among other factors, the possible effect of the performance of such services on the auditors’ independence. EY Expected to Attend Annual Meeting. We expect an EY representative to attend the 2025 Annual Meeting, to have an opportunity to make a statement if the representative so chooses, and to be available to respond to appropriate stockholder questions.
Compensation Highlights
| What We 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 officers | | | 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 annual Say-on-Pay vote and frequent votes on our 2006 EIP | | | 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 | | | Compensation programs are designed to support our business goals and promote our short-term and long-term profitable growth |
Compensation Section Roadmap
| | Compensation Committee Letter See pages 40-41 | ▪Shares Compensation Committee’s perspective on performance, strategy, and business environment in 2024 and how that shaped compensation decisions and incentive outcomes | | | Compensation Discussion and Analysis See pages 42-62 | ▪Discussion of the compensation of the 2024 named executive officers (NEOs) | | | Executive Summary See pages 42-45 | ▪Discussion of changes to our leadership team, including the departure of our former CEO in December 2024 and the hiring of our new CEO, Lip-Bu Tan, in March 2025 ▪Details 2024 elements of compensation ▪Provides 2024 incentive program results that demonstrate pay-for-performance alignment ▪Discussion of 2024 say-on-pay vote and stockholder engagement | | | Compensation Setting Process See pages 46-48 | ▪Details compensation philosophy, governance, and framework | | | 2024 NEO Compensation See pages 48-57 | ▪Details design of compensation programs (base salary, annual incentive, and equity incentives) that tie pay to performance ▪Discloses individual compensation of Intel’s NEOs in 2024, including pay outcomes | | | 2025 Compensation Program Changes See pages 58 | ▪Previews changes to 2025 compensation programs | | | Other Executive Compensation Information See pages 58-62 | ▪Provides details on other policies and practices related to Intel’s executive compensation programs, including post-employment compensation arrangements, personal benefits/perquisites, stock ownership guidelines, insider trading and hedging/pledging policies, and clawbacks | | | Compensation Committee Report See page 62 | ▪Compensation Committee recommendation to the Board that the “Compensation Discussion and Analysis” section be included in this proxy statement and incorporated by reference into Intel’s 2024 Annual Report | | | Executive Compensation Tables See pages 63-74 | ▪Summary Compensation Table (page 63) ▪Grants of Plan-Based Awards in Fiscal Year 2024 (page 67) ▪Stock Option Exercises and Stock Vested in Fiscal Year 2024 (page 68) ▪Outstanding Equity Awards at Fiscal Year-End 2024 (page 69) ▪Pension Benefits for Fiscal Year 2024 (page 70) ▪Non-Qualified Deferred Compensation for Fiscal Year 2024 (page 71) ▪Other Potential Post-Employment Payments (page 72) | | | CEO Pay Ratio See page 75 | ▪Provides the ratio of the annual total compensation for our former CEO to the annual total compensation of our median employee in accordance with SEC requirements | | | Pay Versus Performance See pages 76-78 | ▪Discloses the summary compensation total amount and the amount of “compensation actually paid,” in each case, to our principal executive officers (PEOs) and on an average basis, our Non-PEO NEOs, for the past five years |
Leadership Transitions
Leadership Transitions We also implemented a significant shift in our leadership team this year, which is described below. Intel is in a period of transformation, and it is critical that we continue building momentum in our product portfolio and foundry capabilities while driving greater efficiency and improved profitability. The Compensation Committee undertook a thorough process to ensure appropriate compensation decisions were made to support the Chief Executive Officer (CEO) transition. On December 1, 2024, Patrick P. Gelsinger resigned as our CEO. The Board had discussions with Mr. Gelsinger regarding his decision to resign, and ultimately decided to provide him with certain severance payments consistent with the benefits he would have received had his employment been terminated by the company without cause under his offer letter and additionally, a prorated bonus for 2024 reflecting his term of service for the year and subject to the actual performance achieved by the company. To secure these benefits, Mr. Gelsinger entered into an agreement with Intel under which he agreed to several key considerations for the business. Further details are provided under the section “CEO Transition” below. Michelle Johnston Holthaus and David Zinsner served as Interim Co-CEOs of the company during the transition period. For this service, and consistent with market practice, they will each receive a one-time cash payment of $1.5 million at the end of the first quarter of 2025. Ms. Johnston Holthaus was also appointed as CEO of the Intel Products business. In March 2025, we were excited to welcome accomplished technology leader and semiconductor expert Lip-Bu Tan as our new CEO. The Compensation Committee structured Mr. Tan’s compensation to be substantially contingent on the sustained creation of stockholder value. In addition, the compensation structure was designed to align with prior feedback received from stockholders regarding executive pay and new hire awards. Mr. Tan’s compensation, including ongoing long-term incentive equity awards as well as new-hire equity awards, is described below under the section “CEO Transition.” Almost all of his new-hire equity awards are contingent upon meeting performance targets that require growth in stockholder value that is both substantial in the absolute and relative to the broad market and would result in significant value delivered to our stockholders. Mr. Tan’s distinctive experience and history of leadership in our industry positions him to guide Intel into the future. The Compensation Committee looks forward to continuing its dialogue with stockholders – your feedback is a key input to our deliberations. Sincerely,
Departure of Prior CEO
Departure of Prior CEO On December 1, 2024, Patrick P. Gelsinger resigned as the CEO of Intel and as a member of the Board. The Board had discussions with Mr. Gelsinger regarding his resignation from the company, and the Board ultimately decided to provide Mr. Gelsinger with certain severance payments consistent with those benefits he would have received had his employment been terminated by the company without cause under his offer letter and additionally, a prorated bonus for 2024 (paid based on actual performance results) given the significant amount of time he served in his role in 2024 before his departure (i.e., 11 of 12 months in the performance period) and his many years of service at Intel. Further, such payments were in exchange for Mr. Gelsinger’s entering into a Retirement and Separation Agreement pursuant to which Mr. Gelsinger agreed to: (i) provide a release of claims in favor of the company; (ii) affirm obligations pertaining to confidentiality and intellectual property; and (iii) litigation cooperation provisions. Under the agreement, Mr. Gelsinger was provided severance payments equal to:
Departure of Prior CEO
| $7,031,250, payable in installments over an 18-month period in accordance with the company’s payroll practices, representing | | | | $822,200, representing payout of 26.1% (actual performance) of his prorated (11/12) annual cash bonus target for 2024, paid at the same time such bonuses were payable to other executives of the company | | Total Severance of $7,853,450 | | 18 months of his annual base salary of $1,250,000 | | 1.5 times his target cash bonus opportunity of $3,437,500 | | | | |
Selection of Lip-Bu Tan to serve as CEO
Selection of Lip-Bu Tan to serve as CEO Effective March 18, 2025, Lip-Bu Tan became Intel’s CEO. Mr. Tan is an accomplished technology leader with extensive semiconductor industry experience and is deeply familiar with Intel, having served on our Board from September, 2022 until August, 2024. When constructing his compensation package, the Compensation Committee considered feedback previously received from stockholders, Mr. Tan’s strong experience and knowledge of Intel, the competitive market for semiconductor executive talent, and Intel’s pay-for-performance philosophy. The committee believes Mr. Tan’s compensation package provides an appropriate compensation opportunity given the work required to position Intel for the future, which Mr. Tan can realize only if Intel performs exceptionally on both a relative and absolute basis over the long-term. The design of the new-hire equity awards emphasizes vehicles that are highly performance-oriented and aligned with stockholder outcomes over the long-term incorporating (i) performance-based options that are tied to performance outcomes relative to the S&P 500 over a period up to five years, and (ii) PSUs that are tied to a combination of absolute and relative performance with long-term vesting over five years. Further, Mr. Tan has agreed to purchase from Intel within 30 days of his start date Intel shares with a value of $25,000,000, which he must hold through each New Hire PSU vesting date for such PSUs to vest. Mr. Tan is not included in this proxy statement’s Executive Compensation Tables as he was not a NEO in 2024. His compensation package is summarized in the table below, and full details are provided in a Form 8-K dated March 14, 2025:
Selection of Lip-Bu Tan to serve as CEO
| 2025 CEO Compensation | | | | Pay Element and Target Value | Vesting Terms | Key Characteristics | | Base Salary $1,000,000 | — | — | | Annual Cash Bonus 200% of Base Salary | — | ▪Payout is determined by financial and operational performance | | Performance Stock Units (PSUs) $14,400,000 (60% of long-term incentive (LTI) mix) | Relative TSR vs. S&P 500 over Three-Year Period | ▪Reflects redesigned PSU program for 2025 aligned with the 2025 PSU Awards granted to other NEOs ▪Subject to the same vesting terms as the 2025 PSU Awards granted to other NEOs | | Nonqualified Stock Options $9,600,000 (40% of LTI mix) | Annual over Three Years | ▪Receiving stock options in lieu of time-vesting RSUs that other NEOs were granted for 2025 LTI ▪Options ensure that CEO does not realize any value unless stock price increases | | One-Time New-Hire Awards | | | | Pay Element and Target Value | Vesting Terms | Key Characteristics | | New Hire rTSR Options $25,000,000 | Annual over Five Years and Years Three, Four, and Five Earned Based on Relative TSR vs. S&P 500 | ▪Requires absolute stock price growth for award to have any value ▪First two tranches vest at target and for each of the last three tranches, vesting is based on Intel’s TSR relative to the TSR of S&P 500 for the period starting from the grant date through the applicable vesting period, and target payout for each vesting period requires rTSR to be at least the 55th percentile ▪Aggregate payout opportunity under the option award is +/-50% based on rTSR performance metric | | New Hire PSUs $17,000,000 | Stock Price Growth over Three-Year Period; Earned Amount Vests 50% at Year Three, 25% at Year Four, and 25% at Year Five | ▪Requires absolute stock price growth for any award to be earned, and both absolute stock price growth and relative outperformance for payouts above target to be realized ▪Payout based on stock price achievement after three years: ▪Threshold: 0% payout if the stock price does not increase ▪Target: 100% payout for doubling the stock price ▪Maximum: 300% payout for tripling the stock price ▪Requires Intel’s relative TSR vs. the S&P 500 to be at least in the 55th percentile for any payout above target |
2024 Elements of Pay
| | Pay Element | Purpose | Performance Period | 2024 Performance Metric | | | Base Salary | Designed to be market-competitive and attract and retain talent | Annual | — | | | | | | | | | Annual Cash Bonus | Incentivize achievement of Intel’s near-term financial and operational objectives, consistent with Intel’s longer-term goals | Annual | Payout opportunity is 0-200% of target based on: ▪Former CEO: four metrics (25% each): ▪Revenue ▪Gross Margin Percentage ▪Group Operating Income ▪One Intel Operational Goals ▪Other NEOs: same four metrics above plus Individual Objectives and Key Results (20% each) | | | Performance Stock Units (PSUs) (60% of LTI mix for NEOs (80% for former CEO)) | Designed to reward long-term profitability and long-term performance relative to peers, create alignment with stockholders, and facilitate executive retention | Three Years | Payout opportunity is 0-200% of target based on: ▪Revenue growth percentage (weighted 60%) ▪Cash flow from operations (weighted 40%) ▪Three-year TSR modifier relative to S&P 500 Index and three-year Revenue CAGR modifier (+/- 25 percentage points (ppts) cumulative impact) ▪Cap at target if our absolute TSR is negative | | | Restricted Stock Units (RSUs) (40% of LTI mix for NEOs (20% for former CEO)) | Facilitates stock ownership, executive retention, and stockholder alignment | Over Three Years (annual vesting) | ▪Stock Price |
2024 Incentive Program Results
2024 Incentive Program Results As discussed in “2024 NEO Compensation” on page 48, our 2024 executive compensation programs were structured to provide strong pay-for-performance alignment as evidenced by recent payouts. As shown on the following table, below-threshold performance on gross margin percentage and group operating income and below-target performance on revenue and operational performance contributed to annual cash bonus payouts of less than 50% of target, and below threshold performance on net cash provided by operating activities (cash flow from operations, or CFFO) contributed to below-target results for fiscal year 2024 of the three-year performance periods for the 2022 PSUs, 2023 PSUs, and 2024 PSUs. Payout was 0% for the 2022 PSUs with a three-year performance period ending in 2024 as a result of below target performance on the annual performance goals and the below threshold performance for both of the three-year modifiers.
2024 Incentive Program Results
| Pay Element | 2024 Results | Performance Summary | | 2024 Annual Cash Bonus | 42.9% Average for NEOs (other than former CEO) | Payout reflects: ▪below-threshold financial results for gross margin and group operating income, including as a result of higher than expected impairment charges and accelerated depreciation as well as lower revenue, higher unit costs, and higher period charges; ▪below-target financial results for revenue, with revenue down $1.1 billion, or 2%, from 2023 due to lower all other revenue (driven by decreases in Altera and Mobileye revenue) and lower Intel Foundry revenue, partially offset by higher Intel Products revenue; and ▪performance achieved at 72.3% on One Intel operational goals, excluding the RISE 2030 scores (see “One Intel Operational Goals” on page 51) Average payout for NEOs other than Mr. Gelsinger also reflects an average of 110% achievement for individual objectives and key results emphasizing long-term strategic transformation initiatives rather than achieving annual financial targets (see “Individual Performance Goals” on page 53) | | PSUs Granted in 2022 (vested 1/31/2025) | 0% | Payout at 0% of target due to an average performance for the annual performance goals of approximately 50% and below threshold performance for both of the three-year modifiers, which impacted the payout by -50% | | Year 3 of 2022 PSUs (vested 1/31/2025) Year 2 of 2023 PSUs (vesting 1/31/2026) Year 1 of 2024 PSUs (vesting 1/31/2027) | 19% | Performance for the 2022 PSUs’ third year, the 2023 PSUs’ second year, and the 2024 PSUs’ first year, of each of their three-year performance periods, resulted in a 19% score for 2024 as to the revenue growth percentage and CFFO metrics; the 2022 PSUs, 2023 PSUs, and 2024 PSUs are each subject to two modifiers that can each impact the final results of the two financial metrics at the end of the respective three-year performance period: (i) for the 2022 PSUs and 2023 PSUs, by plus or minus 25 points and (ii) for the 2024 PSUs, such that the cumulative impact of the two modifiers cannot exceed plus or minus 25 points |
2024 Say-on-Pay Vote and Stockholder Engagement
2024 Say-on-Pay Vote and Stockholder Engagement At our 2024 Annual Meeting, we were pleased that our Say-on-Pay vote received over 88% support after extensive efforts to implement stockholder feedback in 2023. We continue to prioritize regular dialogue with our stockholders through a year-round engagement cycle. In 2024, we engaged with stockholders in the Spring leading up to our 2024 Annual Meeting, and again in the Fall. Details on our engagements in 2024 can be found under “Stockholder Engagement” on page 28. While our stockholder base is broad and has varying perspectives on many issues, our stockholders were generally supportive of our current program design, and there were no common requests for changes to our executive compensation programs. Due to this widespread support of our compensation practices, stockholders instead sought to focus the majority of these Fall meetings on other topics. A few refinements were nevertheless made to our programs for 2025 to align compensation to our strategy, strengthen our pay-for-performance linkage, and provide further alignment with stockholders’ long-term interests, the details for which are described under “2025 NEO Compensation Program Changes” on page 58. These refinements include a redesigned long-term incentive equity program that includes PSUs that vest based on the company’s three-year relative TSR, which is in line with our previously disclosed commitment to return to multi-year goal setting by fiscal year 2025. Detail on all feedback received in stockholder engagements, including items unrelated to compensation, is included in “Stockholder Engagement” on page 28. We look forward to continuing an ongoing dialogue on compensation and greatly value stockholders’ feedback.
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. ▪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 executives’ 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, group operating income, cash flow from operations, One Intel goals, and relative TSR, our incentive plans provide a clear and quantifiable link to operational performance with the goal of creating long-term stockholder value. 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. Our executive compensation elements for 2024 included base salary, an annual cash bonus, and long-term incentive equity awards consisting of annual RSUs and PSUs. Details of each of these pay elements are provided below in “Cash Compensation” on page 48 and “Equity Incentives” on page 54. We also provide a competitive benefits package that includes health care, retirement benefits, financial planning, life insurance, and other programs consistent with market practice 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 links 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.
External Competitive Considerations for 2024
External Competitive Considerations for 2024 To assist the Compensation Committee in its review of executive compensation in early 2024, 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 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 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. Effective July 2024, the Compensation Committee approved the addition of Hewlett Packard Enterprise and the removal of Oracle Corporation from our compensation peer group to create a peer group that represents the most relevant key competitors for executive talent in the technology industry. Following these changes our peer group continued to consist of 17 technology companies. The committee selected our peers based on size, strategic relevance, business scope and comparability, and R&D investment. The 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. The table below shows information for our current technology peer group:
Peer Group
| Company | Reported Fiscal Year | Revenue ($ in billions) | Net Income (Loss) ($ in billions) | | Intel 2024 | 12/28/2024 | 53.1 | (18.8) | | Intel 2024 Percentile | | 42nd | 0th | | Technology Peer Group | | | | | Advanced Micro Devices, Inc. | 12/28/2024 | 25.8 | 1.6 | | Alphabet Inc. | 12/31/2024 | 350.0 | 100.1 | | Amazon.com Inc. | 12/31/2024 | 638.0 | 59.2 | | Apple Inc. | 9/28/2024 | 391.0 | 93.7 | | Applied Materials, Inc. | 10/27/2024 | 27.2 | 7.2 | | Broadcom, Inc. | 11/3/2024 | 51.6 | 5.9 | | Cisco Systems, Inc. | 7/27/2024 | 53.8 | 10.3 | | Dell Technologies, Inc. | 2/2/2024 | 88.4 | 3.2 | | Hewlett Packard Enterprise | 10/31/2024 | 30.1 | 2.6 | | HP Inc. | 10/31/2024 | 53.5 | 2.8 | | International Business Machines Corporation | 12/31/2024 | 62.8 | 6.0 | | Meta Platforms, Inc. | 12/31/2024 | 164.5 | 62.4 | | Micron Technology, Inc. | 8/29/2024 | 25.1 | 0.7 | | Microsoft Corporation | 6/30/2024 | 245.1 | 88.1 | | NVIDIA Corporation | 1/26/2025 | 130.5 | 72.9 | | Qualcomm Incorporated | 9/29/2024 | 39.0 | 10.1 | | Texas Instruments Incorporated | 12/31/2024 | 15.6 | 4.8 |
Peer Group
| 2025 Proxy Statement | 47 |
Use of Independent Compensation Consultant
Use of Independent Compensation Consultant The Compensation Committee engaged Semler Brossy throughout 2024 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 committee interpret this data, as well as providing advice and analysis on executive compensation strategy and design and our leadership transitions. The consultant reported directly to the Compensation Committee and interacted with management at the committee’s direction. Semler Brossy did not perform work for Intel in 2024 except under its engagement by the committee and the Governance Committee (advising on director compensation). The 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 2024 for the committee did not raise any conflicts of interest.
Cash Compensation
Cash Compensation The Compensation Committee’s decisions related to base salary and annual incentive cash compensation are focused on ensuring pay is aligned to the market and reflective of company and individual experience and performance. Some of the committee’s considerations include the executive officer’s pay relative to the market, internal pay equity, criticality of role, experience, and an assessment of the executive’s performance across our three key measures: results, culture, and learning. For 2024, the NEOs’ (other than Mr. Hotard and Ms. Miller Boise who were not NEOs prior to 2024 and Mr. Gelsinger) base salary and annual cash bonus target opportunity were incrementally increased from the prior year, based on the committee’s assessment of the NEOs compensation compared to market levels of compensation.
Annual Incentive Cash Compensation
Annual Incentive Cash Compensation In February 2024, the Compensation Committee approved the 2024 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 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 committee replaced the spend reduction metric with a group operating income metric for Intel Foundry, Intel Products, and Intel Corporate to align the Annual Cash Bonus Plan with our strategy for 2024. The NEO’s group operating income metric is based on Intel Corporate (representing consolidated company results), other than with respect to Ms. Johnston Holthaus and Mr. Hotard’s group operating income metric, which is based on Intel Products (combined segment results of our three product operating segments). The maximum payout opportunity under the Annual Cash Bonus Plan is 200% of the executive’s target opportunity.
Annual Incentive Cash Compensation
| 48 | |
Annual Incentive Cash Compensation
The table below shows the target opportunities for our NEOs under the 2024 Annual Cash Bonus Plan as compared to the approved target opportunity for 2023, with the exception of Mr. Hotard and Ms. Miller Boise who were not NEOs in 2023.
Annual Incentive Cash Compensation
| Name | 2024 Annual Cash Bonus Target (% of Base Salary) | 2024 Annual Cash Bonus Target Amount ($) | 2023 Annual Cash Bonus Target Amount ($) | % Change 2024 vs. 2023 | | Michelle Johnston Holthaus | 175% | 1,476,600 | 1,410,800 | 4.7% | | David A. Zinsner | 175% | 1,476,600 | 1,410,800 | 4.7% | | Christoph Schell | 175% | 1,476,600 | 1,410,800 | 4.7% | | Justin Hotard | 170% | 1,402,500 | N/A | N/A | | April Miller Boise | 175% | 1,312,500 | N/A | N/A | | Patrick P. Gelsinger | 275% | 3,437,500 | 3,437,500 | —% |
Annual Incentive Cash Compensation
2024 Annual Cash Bonus Target Amount. The amounts included in this column are based on a percentage of actual base salary paid for 2024, which amounts differ from the amounts included as annual base salary on page 48 above for Ms. Johnston Holthaus and Messrs. Zinsner and Schell because the increases in their base salaries for 2024 became effective on April 1, 2024. 2023 Annual Cash Bonus Target Amount. Amounts reflect the approved annual cash bonus targets for NEOs in 2023 and do not reflect the impact of the austerity measures on the NEOs’ annual cash bonus targets. Gelsinger Prorated Bonus. Mr. Gelsinger remained eligible for a pro-rated portion of his annual cash bonus for 2024 (based on actual performance) following his resignation from the company effective December 1, 2024.
2024 Annual Cash Bonus Plan Metrics
2024 Annual Cash Bonus Plan Metrics A summary of the metrics and how they align to our long-term strategy is presented below.
2024 Annual Cash Bonus Plan Metrics
| Metric | Weight | Why Included in our Annual Cash Bonus Plan | | Revenue (Non-GAAP) | 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 (Non-GAAP) | 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 | | Group Operating Income (Non-GAAP) | 20% | ▪Aligns with our corporate strategy by focusing on operating income aligned to the company’s three major groups: ▪Intel Corporate - the company’s consolidated operating income; ▪Intel Products - combined segment operating income results of our three product operating segments; and ▪Intel Foundry - segment operating income (loss) for our foundry segment | | One Intel Operational Goals | 20% | ▪Goals represent key deliverables or milestones that position the company to successfully execute our long-term strategic objectives ▪Includes five operational goal categories that apply across all business groups to promote a “One Intel” mindset ▪The five categories include: financial stability, product leadership, build foundry, create foundations for tomorrow’s One Intel, and RISE 2030 related goals. These goals cascade throughout our organization and are a core aspect of how we manage the company ▪For 2024, RISE 2030 related results were included the final One Intel Operational Goals scoring for our NEOs only if the average payout percentage for Revenue and Gross Margin Percentage performance is greater than or equal to 100% | | 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 NEO’s performance is assessed against the individual’s 2024 pre-established objectives |
2024 Annual Cash Bonus Plan Metrics
Gelsinger Annual Bonus Design. The Annual Cash Bonus Plan design for Mr. Gelsinger, our former CEO, did not include individual performance goals, and each of the four metrics—revenue, gross margin percentage, group operating income, and One Intel operational goals—was weighted 25%.
2024 Annual Cash Bonus Plan Metrics
| 2025 Proxy Statement | 49 |
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 2024. 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. The Compensation Committee decided to replace the spend reduction performance metric with a new group operating income metric to align the Annual Cash Bonus Plan with our strategy for 2024. Our company did not perform to our expectations in 2024. Among other things, the company achieved below-threshold financial results for gross margin and group operating income, including as a result of higher than expected impairment charges and accelerated depreciation as well as lower revenue, higher unit costs and higher period charges. The company also achieved below-target financial results for revenue, with revenue down $1.1 billion, or 2%, from 2023 due to lower all other revenue (driven by decreases in Altera and Mobileye revenue) and lower Intel Foundry revenue, partially offset by higher Intel Products revenue. Intel Products achieved below-threshold financial results for group operating income as even though the results exceeded those of 2023, they were below the threshold set for 2024 performance, including as a result of higher period charges and higher unit costs in the CCG and DCAI segments of Intel Products. The graphs below provide details on the targets set— linear interpolation is used for performance between listed outcomes—and actual performance results for the financial performance metrics applicable to our NEOs.
Financial Metrics and Goals
| Payout Percentage | | Threshold 0% | | | Target 100% | Maximum 200% | Actual Score | | | | | | Actual Achievement: $53.1 billion | | | | | Revenue (Non-GAAP) | | | | | | | 32% | | | | $51.5 billion | | | $57.5 billion | $61.5 billion | | | | | Actual Achievement: 36% | | | | | | | Gross Margin Percentage (Non-GAAP) | | | | | | | | | | | | | | | | 0% | | | | 41% | | | 46% | 50% | | | | | Actual Achievement: $-0.3 billion | | | | | | | Relevant Group Operating Income | Intel Corporate (Non-GAAP) | | | | | | | | | | | | | | | 0% | | | | $4.5 billion | | | $6.4 billion | $8.1 billion | | | | | | Actual Achievement: $13.2 billion | | | | | | | Intel Products (Group) | | | | | | | | | | | | | | | 0% | | | | $13.5 billion | | | $16.1 billion | $18.0 billion | |
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 Mr. Gelsinger as our former 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 2024. Within each of the objectives, there were another three to five specific and measurable objectives. Mr. Gelsinger’s Annual Cash Bonus Plan did not include an individual performance metric, as he was responsible for all the key objectives for 2024 as he served 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 Interim Co-CEOs assessed the performance of each of the other NEOs against their individual 2024 pre-established OKRs, and then presented assessments and recommendations of the performance score for each NEO to the Compensation Committee. The Compensation Committee concurred with the Interim Co-CEOs’ assessments and recommendations for the individual scores and assessed each of the Interim Co-CEO’s performance against their 2024 pre-established OKRs. Below are the performance highlights for each NEO as well as their final individual scores. 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. The following table summarizes each NEO’s performance highlights and individual score:
Individual Performance Goals
| Name | Individual Performance Highlights | Individual Score | | Michelle Johnston Holthaus | • Successfully led creation and growth of AI PC experiences • Executed client leadership roadmap with world-class engineering • Achieved Intel Core Ultra volume goals • Assumed Interim Co-CEO role | 125% | | David A. Zinsner | • Missed revenue and earnings for the period, but achieved cash flow from operations, net capital expenditure, and net debt targets • Led significant business restructuring • Significantly reduced operating expenses and capital expenditures • Assumed Interim Co-CEO role | 125% | | Christoph Schell | • Missed revenue for the period, but delivered year-over-year improvements in DCAI revenue, gross margin, and operating income • Successfully executed against key marketing and communications objectives, including the launch of Intel Tiber AI Cloud and improvements against corporate reputation goals • Operationalized Intel Acceleration Office and delivered to roadmap milestones | 100% | | Justin Hotard | • Delivered year-over-year improvements in DCAI revenue, gross margin, and operating income • Obtained key wins and account expansions at key data center customers • Simplified DCAI roadmap, while streamlining investments and divesting non-core assets | 90% | | April Miller Boise | • Secured U.S. government funding through the CHIPS Act • Completed operational separation of Altera (formerly Programmable Solutions Group) in Q1’2025 • Developed framework for x86 Advisory Group | 110% |
Individual Performance Goals
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Final 2024 Annual Cash Bonus Plan Payout
Final 2024 Annual Cash Bonus Plan Payout The following table summarizes the different performance results for each NEO under the Annual Cash Bonus Plan for 2024 and reflects the Compensation Committee’s assessment of performance.
Final 2024 Annual Cash Bonus Plan Payout
| Name | Revenue (weighted 20%) | Gross Margin Percentage (weighted 20%) | Group Operating Income (weighted 20%) | One Intel Operational Goals (weighted 20%) | Individual Performance Goals (weighted 20%) | Final Payout (%) | | Michelle Johnston Holthaus | 32% | 0% | 0% | 72.3% | 125% | 45.9% | | David A. Zinsner | 32% | 0% | 0% | 72.3% | 125% | 45.9% | | Christoph Schell | 32% | 0% | 0% | 72.3% | 100% | 40.9% | | Justin Hotard | 32% | 0% | 0% | 72.3% | 90% | 38.9% | | April Miller Boise | 32% | 0% | 0% | 72.3% | 110% | 42.9% | | Patrick P. Gelsinger | 32% | 0% | 0% | 72.3% | N/A | 26.1% |
Final 2024 Annual Cash Bonus Plan Payout
Gelsinger Annual Bonus Design. The Annual Cash Bonus Plan design for Mr. Gelsinger did not include individual performance goals, and each of the four metrics—revenue, gross margin percentage, group operating income, and One Intel operational goals—was weighted 25%. The following table sets forth the target 2024 annual cash bonus opportunity for each NEO as well as their actual cash payments for 2024.
Final 2024 Annual Cash Bonus Plan Payout
| Name | 2024 Annual Cash Bonus Target ($) | Final Payout (%) | 2024 Annual Cash Bonus Payment ($) | | Michelle Johnston Holthaus | 1,476,600 | 45.9% | 677,200 | | David A. Zinsner | 1,476,600 | 45.9% | 677,200 | | Christoph Schell | 1,476,600 | 40.9% | 603,400 | | Justin Hotard | 1,402,500 | 38.9% | 499,700 | | April Miller Boise | 1,312,500 | 42.9% | 562,600 | | Patrick P. Gelsinger | 3,437,500 | 26.1% | 822,200 |
Final 2024 Annual Cash Bonus Plan Payout
2024 Annual Cash Bonus Payment. The amounts included in this column for Messrs. Hotard and Gelsinger are prorated based on the portion of the year they were employed by the company. Mr. Gelsinger’s bonus was prorated in accordance with the terms of his Retirement and Separation Agreement (see “Departure of Prior CEO” on page 42 for more detail).
Equity Incentive Compensation
Equity Incentive Compensation The Compensation Committee’s decisions related to annual long-term incentive (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 former CEO’s recommendations (for executives that reported to him). Based on the committee’s review of these factors, they decided to increase the value of the annual LTI awards granted to the NEOs in 2024 from the value granted in 2023. In January 2024, the committee increased Mr. Gelsinger’s, our former CEO’s, total pay by 4% to keep pace with the competitive market for CEO pay through an increase to his target LTI equity value. In addition, the committee increased Mr. Zinsner’s target LTI equity value in 2024 due to the importance of his role in transitioning to a new financial reporting structure in early 2024. The table below shows the annual target LTI equity award values approved by the Compensation Committee for our NEOs in 2024, as compared with annual equity award values approved for the NEOs in 2023, with the exception of Mr. Hotard and Ms. Miller Boise who were not NEOs in 2023. The LTI equity award granted to Mr. Gelsinger in 2024, as well as his other outstanding unvested equity awards (including his new-hire awards), were forfeited upon his departure from the company on December 1, 2024.
Equity Incentive Compensation
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Equity Incentive Compensation
In 2024, the annual LTI equity awards granted to the NEOs were composed of approximately 60% PSUs and 40% RSUs (other than our former CEO’s, which was composed of approximately 80% PSUs and 20% RSUs).
Equity Incentive Compensation
| Name | 2024 Approved Value of Annual LTI Equity Awards ($) | 2023 Approved Value of Annual LTI Equity Awards ($) | % Change 2024 vs. 2023 | | Michelle Johnston Holthaus | 10,500,000 | 10,300,000 | 1.9% | | David A. Zinsner | 9,400,000 | 8,250,000 | 13.9% | | Christoph Schell | 9,400,000 | 9,300,000 | 1.1% | | Justin Hotard | 8,000,000 | N/A | N/A | | April Miller Boise | 5,250,000 | N/A | N/A | | Patrick P. Gelsinger | 22,500,000 | 21,500,000 | 4.7% |
Equity Incentive Compensation
2024 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 2024 Table” on pages 63 and 67, 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 2024 PSUs (and the 2022 PSUs and 2023 PSUs) have performance goals with annually set objectives, only 1/3 of the target number of 2024 PSUs will be deemed granted in 2024 for purposes of the Summary Compensation Table, and 1/3 of the target number of both the 2023 PSUs and 2022 PSUs will also be deemed granted in 2024 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.
2024 PSU Awards
2024 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 2024, 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 cash flows provided by (used for) operating activities, or cash flow from operations (CFFO) (weighted 40%); and two three-year modifiers that can have a cumulative impact on the final score percentages by plus or minus 25 points: three-year relative TSR (target payout requires above-median performance relative to the S&P 500 Index) and three-year revenue compounded annual growth rate (CAGR). The two modifiers provide 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 absolute TSR for the three-year performance period is negative, the payout opportunity may not exceed 100% of the target number of PSUs granted.
2024 PSU Awards
| Weight | 2024 | 2025 | 2026 | Final Score | | Modifiers | | | Final Score (capped at 200%) | | 60% | Revenue Growth % | Revenue Growth % | Revenue Growth % | Average of the Annual Scores | | 3-year TSR relative to S&P 500 Index | 3-year Revenue CAGR | | | | 40% | CFFO | CFFO | CFFO | | | | | | | | | Annual Score (0-200%) | Annual Score (0-200%) | Annual Score (0-200%) | | | +/- 25 points (cumulative impact) | | | |
2024 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 the 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 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 committee redesigned the PSU program for 2025 and granted PSUs in February 2025 that are eligible to vest based on the company’s relative TSR to the S&P 500 Index over a three-year performance period, which is consistent with our previously disclosed commitment to return to multi-year goal setting by fiscal year 2025.
2024 PSU Awards
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Design of PSU Awards and Reconciliation with Compensation Tables
Design of PSU Awards and Reconciliation with Compensation Tables 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 in 2022, 2023, and 2024 each have two financial metrics with goals set annually by the Compensation Committee, 1/3 of the target number of PSUs granted in each year is deemed “granted” for each year of the applicable three-year performance period. Therefore, for 2024 the Summary Compensation Table and the Grants of Plan-Based Awards in Fiscal Year 2024 Table reflect only 1/3 of the grant date fair value of the target number of 2024 PSUs, plus the grant date fair value of 1/3 of the target number of both the 2022 PSUs and 2023 PSUs (reflecting the third year and second year, respectively, of the three-year performance period because the goals for such years were set in 2024), and in future years such tables will reflect additional years of “grants” for both the 2023 PSUs and 2024 PSUs as the goals are set for years 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
| Fiscal Year | 2022 | 2023 | 2024 | 2025 | 2026 | | 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 | | | | | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | | | | | 3-year goals: Relative TSR and Revenue CAGR | | | | | | | 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 | | | | | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | | | | | 3-year goals: Relative TSR and Revenue CAGR | | | | | | | 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 | | | | | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | Annual goals: ▪Revenue Growth % ▪CFFO | | | | | 3-year goals: Relative TSR and Revenue CAGR | | |
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 are averaged and subject to two modifiers (relative TSR and revenue CAGR) with three-year goals that can have a cumulative impact on the final score percentages by plus or minus 25 points (but for the 2022 PSUs and 2023 PSUs the two modifiers can each impact the final score by plus or minus 25 points). Further, for both the 2023 PSUs and 2024 PSUs the final payout cannot exceed 100% of the target number of PSUs granted if our absolute TSR is negative.
Design of PSU Awards and Reconciliation with Compensation Tables
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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. 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 committee sets performance targets with a goal of continuing to maintain rigor year-over-year during our ongoing period of transformation. In addition, for both the 2023 PSUs and 2024 PSUs, the final payout cannot exceed 100% of the target number of PSUs granted if our absolute TSR is negative. Further, beginning with the 2024 PSUs, the cumulative impact of the two modifiers (relative TSR and revenue CAGR) on the final score cannot exceed plus or minus 25 percentage points. 2024 Year Performance Under 2022 PSUs, 2023 PSUs and 2024 PSUs. The table below provides details on the targets for the 2024 performance period set by the Compensation Committee for each of the third year of the 2022 PSUs, the second year of the 2023 PSUs, and the first year of the 2024 PSUs as well as actual performance results and payout percentage earned for 2024 (linear interpolation is used for performance between listed outcomes ) as to the revenue growth percentage (weighted 60%) and CFFO (weighted 40%) financial metrics.
PSU Awards Goal-Setting
| Performance Period | Metric | Threshold | Target | Maximum | Actual | Payout Per Metric | | 2024 | Revenue Growth % (Non-GAAP) | -5.0% | 6.0% | 13.0% | -2.1% | 32% | | | CFFO (in billions) | $11 | $13 | $15 | $8.3 | 0% | | 2024 Payout % | | | | | | 19% |
PSU Awards Goal-Setting
Non-GAAP Financial Measures. Non-GAAP Revenue is the company’s reported consolidated GAAP revenue for 2024, 2023, and 2022 (i.e., no adjustments to GAAP revenue were made in 2024, 2023 and 2022)
Payout of 2022 PSU Awards
Payout of 2022 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 2022 were earned at 0% of the target number of shares granted based on the average performance of the annual performance goals for fiscal years 2022, 2023 and 2024, as adjusted to reflect the impact of the two three-year modifiers (three-year relative TSR and three-year CAGR) as shown in the table below. Our 2022 PSUs did not pay out because the average performance for the annual performance goals was approximately 50% and we performed below the threshold level for both of the three-year modifiers, which impacted the 2022 PSU awards by -50%.
Payout of 2022 PSU Awards
| Metric | 2022 Payout Per Metric | 2023 Payout Per Metric | 2024 Payout Per Metric | Average Annual Score | Impact of Three year Modifiers | | Final Payout Percentage | | Revenue Growth % (Non-GAAP) (60%) | 0% | 89% | 32% | 50% | Relative TSR | -25% | 0% | | CFFO (40%) | 0% | 200% | 0% | | Revenue CAGR | -25% | | | Annual Score | 0% | 133% | 19% | | Total Impact | -50% | |
Payout of 2022 PSU Awards
Non-GAAP Financial Measures. Non-GAAP Revenue is the company’s reported consolidated GAAP revenue for 2024, 2023 and 2022 (i.e., no adjustments to GAAP revenue were made in 2024, 2023 and 2022).
2024 Annual RSU Awards
2024 Annual RSU Awards For 2024, RSUs made up 40% of the annual LTI award for our NEOs (20% of the annual LTI award for our former CEO). 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 2024 vest in substantially equal installments on the first three anniversaries of the grant date.
2024 Annual RSU Awards
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2025 Annual Cash Bonus Plan Design
2025 Annual Cash Bonus Plan Design ▪Added an operating expense metric to replace the group operating income metric to align the Annual Cash Bonus Plan with our strategy for 2025 and our commitment to stockholders ▪Redesigned One Intel goals to be called “Top Jobs Intel Goals” to align our employees’ OKRs specific to their business unit or corporate level goals (Intel Products, Intel Foundry, Intel Corporate) and eliminated the opportunity to earn up to 20 additional points for goals that overlay the outcome of the main operational categories
Long-Term Incentive Equity Program Design
Long-Term Incentive Equity Program Design ▪Changed our PSU program to be entirely based on three-year performance goals, in response to a commitment to stockholders to return to multi-year goal setting by fiscal year 2025 ▪The PSU design will measure relative TSR performance as compared to the S&P 500 Index over the three-year performance period and will continue to be capped at 100% if absolute TSR for the performance period is negative ▪Changed the weighting for our NEOs’ LTI awards to 50% PSUs and 50% RSUs ▪Changed the retirement rules for LTI awards to provide that such awards will only be eligible for pro-rated accelerated vesting on a retirement if the termination of employment occurs at least one year following the applicable grant date
Insider Trading, Hedging, Derivatives, Short Sales, and Pledging
Insider Trading, Hedging, Derivatives, Short Sales, and Pledging Intel has an insider trading policy governing the purchase, sale, and other dispositions of Intel’s securities that applies to directors, NEOs, executives, and all other employees and has procedures for the repurchase of its securities. The insider trading policy prohibits our personnel from engaging in insider trading, 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. Our insider trading policy and procedures, including procedures that Intel follows with respect to transactions in our common stock, are designed to promote compliance with insider trading laws, rules, and regulations and applicable listing standards, and have been filed as an exhibit to Intel’s 2024 Annual Report on Form 10-K.
Post-Employment Compensation Arrangements
Post-Employment Compensation Arrangements Intel does not provide change in control payments or benefits to our executive officers. Effective August 1, 2024, the Board adopted the Intel Corporation Executive Severance Plan (Executive Severance Plan) pursuant to which certain senior employees, including our NEOs (other than our former CEO), are eligible to receive severance payments and benefits in the event of a termination of employment by the company without cause (as defined in the Executive Severance Plan). The Compensation Committee recommended that the Board adopt the Executive Severance Plan to help attract and retain the best talent in the technology sector and provide for uniform and consistent severance treatment for our eligible executives. In advance of recommending that the Board adopt the Executive Severance Plan, the Compensation Committee reviewed competitive severance benefit data for our peer group and based on that review, the Compensation Committee believes that the benefits provided under the Executive Severance Plan are reflective of current compensation market practices for our peer group, and are key to our ability to recruit, retain, and develop key, high-quality management talent in a competitive market because such benefits provide reasonable protection to the executive in the event he or she is not retained under specific circumstances. In 2024, Intel also 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 7% for 2024 based on the amount of employee contributions under the 401(k) savings plan (after being reduced from 5% to 2.5% effective March 1, 2023 as part of the austerity measures, and returning to 5% in 2025). 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. Unvested PSUs and RSUs are canceled upon termination of employment for any reason other than retirement, death, or disability. Our equity awards generally have the following post-employment provisions: ▪Retirement means termination of employment when (i) the employee is at least age of 60 or in the case of non-grandfathered employees (defined below) for purposes of PSUs only, at least age 60 with 5 years of service (each, Rule of Age 60) or (ii) the employee’s age plus years of service equals at least 75 (Rule of 75). ▪PSUs. The PSU retirement rules also depend on whether the employee is deemed “grandfathered” (employees hired prior to 2019 who received performance-based RSUs in 2018) or “non-grandfathered” (employees hired in 2019 or later or who did not receive performance-based RSUs in 2018). 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. 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. 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. Beginning with PSUs granted in 2025,
Generally Available
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Generally Available
we simplified the PSU retirement rules, and PSUs will be eligible for pro-rated accelerated vesting on a retirement only if the termination of employment occurs at least one year following the applicable grant date. ▪RSUs. RSUs are subject to retirement vesting under the Rule of Age 60 or the Rule of 75, but not both. Upon a termination of employment when satisfying the Rule of Age 60, the employee receives one additional year of vesting for every five years of service. Upon termination of employment when satisfying the Rule of 75, the employee receives one additional year of vesting. Additional years of vesting means that any RSUs scheduled to vest within the number of years from the date of termination determined under the rule of Age 60 or Rule of 75 will be vested on the employee’s retirement date. Beginning with RSUs granted in 2025, RSUs will be eligible for retirement acceleration under Rule of Age 60 or the Rule of 75 only if the termination of employment occurs at least one year following the applicable grant date. ▪Upon disability or death all unvested RSUs become 100% vested, and unvested PSUs will become vested subject to actual performance. 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.
Equity Award Grant Practices
Equity Award Grant Practices Intel’s equity compensation programs for 2024 did not include annual or periodic stock option awards, but the Compensation Committee has in the past granted stock options to our executives in connection with certain initiatives or events, such as new-hire inducement awards, and accordingly such grants have been event-driven. During 2024, the Compensation Committee did not consider material nonpublic information when determining the timing or terms of equity awards to Intel’s executive officers, and the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Clawback Policies
Clawback Policies The Compensation Committee adopted the Intel Corporation Compensation Recoupment Policy (Compensation Recoupment Policy), effective as of October 2, 2023, which is available as an exhibit to our 2024 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.
Summary Compensation Table
Summary Compensation Table The following table lists the annual compensation for our 2024 NEOs for fiscal years 2024, 2023, and 2022 to the extent that they were NEOs during those years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michelle Johnston Holthaus | 2024 | 808,300 | — | 11,018,800 | 677,200 | — | 121,700 | 12,626,000 | | CEO Intel Products, Former Interim Co-CEO | 2023 | 752,800 | — | 7,033,000 | 1,333,800 | — | 79,100 | 9,198,700 | | | 2022 | 856,300 | — | 5,997,400 | 666,000 | — | 114,200 | 7,633,900 | | David A. Zinsner | 2024 | 808,300 | — | 10,728,800 | 677,200 | — | 128,800 | 12,343,100 | | EVP, CFO, and Former Interim Co-CEO | 2023 | 752,800 | — | 6,334,400 | 1,296,000 | — | 73,700 | 8,456,900 | | | 2022 | 790,600 | 2,000,000 | 16,560,600 | 634,700 | — | 340,700 | 20,326,600 | | Christoph Schell | 2024 | 808,300 | — | 10,024,500 | 603,400 | — | 53,500 | 11,489,700 | | EVP, CCO, and GM, SMG | 2023 | 752,800 | — | 6,433,300 | 1,245,400 | — | 45,000 | 8,476,500 | | | 2022 | 659,400 | 20,000,000 | 6,478,000 | 518,300 | — | 23,100 | 27,678,800 | | Justin Hotard | 2024 | 721,900 | 1,500,000 | 9,533,700 | 499,700 | — | 320,500 | 12,575,800 | | Former EVP and GM, DCAI | | | | | | | | | | April Miller Boise | 2024 | 718,800 | — | 5,234,400 | 562,600 | — | 61,700 | 6,577,500 | | EVP and CLO | | | | | | | | | | Patrick P. Gelsinger | 2024 | 1,145,800 | — | 24,625,700 | 822,200 | — | 836,200 | 27,429,900 | | Former CEO | 2023 | 1,067,700 | — | 12,426,800 | 2,886,000 | 112,000 | 362,900 | 16,855,400 | | | 2022 | 1,302,100 | — | 8,869,600 | 945,900 | — | 497,100 | 11,614,700 |
Summary Compensation Table
Period in NEO Positions. The following individuals assumed their NEO positions with Intel on the following dates: (i) Ms. Johnston Holthaus on March 14, 2022; (ii) Mr. Zinsner on January 17, 2022; (iii) Mr. Schell on March 14, 2022; (iv) Mr. Hotard on February 1, 2024 (departed March 1, 2025); (v) Ms. Miller Boise on July 6, 2022 (but was not an NEO prior to fiscal year 2024); and (vi) Mr. Gelsinger on February 15, 2021 (departed on December 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 2024 and 2023. 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 2024 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) 1/3 of the target number of 2024 PSUs, and (iv) the 2024 restricted stock units (RSUs) as shown in the Grants of Plan-Based Awards table below. The approved annual target LTI values of the RSUs and PSUs granted to our NEOs in 2024 increased from the approved value for 2023 (other than for Mr. Hotard and Ms. Miller Boise who were not NEOs in 2023), but the increase in the amounts shown in the “Stock Awards” column for 2024 are higher than those from 2023 not only because of those increases, but also 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, 2023 PSUs, and 2024 PSUs have performance goals with annually set objectives, 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, and the PSUs in the “Stock Awards” column for 2024 include 1/3 of the target number of 2024 PSUs in addition to 1/3 of the target number of 2022 PSUs plus 1/3 of the target number of 2023 PSUs.
Summary Compensation Table
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Summary Compensation Table
We calculate the grant date fair value of an RSU by taking the average of the high and low trading prices of Intel common stock on the grant date and reducing it by the present value of dividends expected to be paid on Intel common stock before the RSU vests, because we do not pay or accrue dividends or dividend-equivalent amounts on unvested RSUs. The grant date fair values of the PSUs granted with a relative TSR performance condition are determined using the Monte Carlo simulation valuation method. The following table includes the assumptions used to calculate the aggregate grant date fair value of awards reported for each of 2022, 2023, and 2024, on a grant-date by grant-date basis.
Summary Compensation Table
| | Assumptions | | | | | | Grant Date | Award Type | Volatility | Expected Life (Years) | Risk-Free Interest Rate | Dividend Yield | | 2/29/2024 | RSU | N/A | 3.0 | 4.8% | 1.2% | | 2/29/2024 | 2024 PSU | 36.0% | 3.0 | 4.4% | 1.2% | | 2/15/2024 | 2023 PSU | 39.2% | 2.0 | 4.6% | 1.1% | | 2/15/2024 | 2022 PSU | 38.7% | 1.0 | 5.0% | 1.1% | | 12/3/2023 | Austerity RSU | N/A | 1.0 | 5.3% | 1.1% | | 5/30/2023 | RSU | N/A | 3.0 | 4.9% | 1.7% | | 5/30/2023 | 2023 PSU | 35.5% | 3.0 | 4.2% | 1.7% | | 2/16/2023 | 2022 PSU | 34.0% | 2.0 | 4.6% | 5.2% | | 3/30/2022 | 2022 PSU | 40.6% | 3.0 | 2.4% | 2.8% | | 3/30/2022 | RSU | N/A | 3.0 | 1.7% | 2.8% | | 1/31/2022 | 2022 PSU | 39.8% | 3.0 | 1.4% | 3.0% | | 1/31/2022 | RSU | N/A | 3.0 | 0.9% | 3.0% |
Summary Compensation Table
Award Type. The award types are as follows:
Summary Compensation Table
| 2024 PSU | PSUs granted in 2024 | RSU | Restricted stock units | | 2023 PSU | PSUs granted in 2023 | Austerity RSU | Austerity RSUs granted in 2023 | | 2022 PSU | PSUs granted in 2022 | | |
Summary Compensation Table
Volatility. The Monte Carlo simulation valuation for 2022 PSUs, 2023 PSUs, and 2024 PSUs assumed a stock price volatility for the S&P 500 Index and a correlation coefficient between Intel and the S&P 500 Index over the Volatility Period, and each of the assumptions and correlation coefficients were as follows:
Summary Compensation Table
| Grant Date | Volatility Period | Volatility | Correlation Coefficient | | 2/29/2024 | 2.8 | 36.0% | 0.5986 | | 2/15/2024 | 1.9 | 39.2% | 0.6163 | | 2/15/2024 | 0.9 | 38.7% | 0.4195 | | 5/30/2023 | 2.6 | 35.5% | 0.6388 | | 2/16/2023 | 1.9 | 34.0% | 0.6932 | | 3/30/2022 | 2.8 | 23.8% | 0.6930 | | 1/31/2022 | 2.9 | 22.9% | 0.6808 |
Summary Compensation Table
Expected Life Years. For the 2024 PSUs, this reflects three years from the start of the performance period; for the portion of the 2023 PSUs deemed granted in February 2024, this reflects two years from the beginning of fiscal year 2024 through the end of the applicable performance period; for the portion of the 2022 PSUs deemed granted in February 2024, this reflects one year from the beginning of fiscal year 2024 through the end of the applicable performance period; and for the RSUs, this reflects the three-year vesting period from the grant date for the annual RSUs. Because the performance-related component of each of the 2022 PSUs, 2023 PSUs, and 2024 PSUs is based on separate measurements of our performance for each year in the applicable 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, 2023 PSUs, and 2024 PSUs in each year of the applicable three-year performance period, with the value for each year based on the probable outcomes of the revenue growth percentage and cash flow from operations performance conditions against the goals set for that year, and for the 2022 PSUs and 2023 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. The table below sets forth the grant date fair value for 1/3 of each of the target number of 2022 PSUs, 2023 PSUs, and 2024 PSUs that are eligible to vest based on 2024 performance, determined in accordance with FASB ASC Topic 718 principles (i) based on the probable outcome at target of the performance-related component as of the grant date, (ii) based upon achieving the maximum level of performance under the performance-related component in 2024, and (iii) based on the grant date fair value.
Summary Compensation Table
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Summary Compensation Table
| Name | Award Type | Target Outcome of Performance-Related Component Grant Date Fair Value ($) | Maximum Outcome of Performance-Related Component Grant Date Fair Value ($) | Target Outcome of Performance-Related Component Grant Date Number of Shares (#) | Maximum Outcome of Performance-Related Component Grant Date Number of Shares (#) | | Michelle Johnston Holthaus | 2024 PSU | 2,102,000 | 4,203,900 | 48,589 | 97,178 | | | 2023 PSU | 3,492,200 | 6,984,500 | 69,304 | 138,608 | | | 2022 PSU | 1,361,700 | 2,723,400 | 32,475 | 64,950 | | David A. Zinsner | 2024 PSU | 1,881,800 | 3,763,500 | 43,499 | 86,998 | | | 2023 PSU | 2,797,100 | 5,594,300 | 55,510 | 111,020 | | | 2022 PSU | 2,412,700 | 4,825,300 | 57,540 | 115,080 | | Christoph Schell | 2024 PSU | 1,881,800 | 3,763,500 | 43,499 | 86,998 | | | 2023 PSU | 3,153,200 | 6,306,300 | 62,575 | 125,150 | | | 2022 PSU | 1,352,300 | 2,704,600 | 32,251 | 64,502 | | Justin Hotard | 2024 PSU | 1,601,500 | 3,203,000 | 37,020 | 74,040 | | April Miller Boise | 2024 PSU | 1,051,000 | 2,102,000 | 24,295 | 48,590 | | Patrick P. Gelsinger | 2024 PSU | 6,005,600 | 12,011,100 | 138,825 | 277,650 | | | 2023 PSU | 9,719,400 | 19,438,800 | 192,884 | 385,768 | | | 2022 PSU | 4,547,600 | 9,095,100 | 108,456 | 216,912 |
Summary Compensation Table
Component Grant Date Fair Value and Number of Shares. The number of shares in the table represent the target and the maximum number of shares that each NEO could receive based on assumptions as of the applicable grant date. However, the value ultimately received by the executives is dependent upon Intel’s stock price at the time of payout as well as the satisfaction of the performance conditions. The grant date used to determine the target and the maximum number of shares and grant date fair value is February 15, 2024 for each of the 2022 PSUs and 2023 PSUs (the date the performance goals for 2024 were approved by the Compensation Committee) and February 29, 2024 for the 2024 PSUs (the grant date of the awards). Non-Equity Incentive Plan Compensation. The amounts in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table include annual incentive cash payments made under the Intel Corporation Executive Annual Performance Bonus Plan (Annual Cash Bonus Plan) and for fiscal year 2022 also include the quarterly incentive cash payments made under the quarterly performance bonus (QPB) program. Effective as of fiscal year 2023 (2022 for our former CEO), none of the NEOs are eligible to participate in the QPB program. The allocation of payments was as follows:
Summary Compensation Table
| Name | Year | Annual Incentive Cash Payments ($) | Quarterly Incentive Cash Payments ($) | Total Incentive Cash Payments ($) | | Michelle Johnston Holthaus | 2024 | 677,200 | — | 677,200 | | | 2023 | 1,333,800 | — | 1,333,800 | | | 2022 | 621,300 | 44,700 | 666,000 | | David A. Zinsner | 2024 | 677,200 | — | 677,200 | | | 2023 | 1,296,000 | — | 1,296,000 | | | 2022 | 600,700 | 34,000 | 634,700 | | Christoph Schell | 2024 | 603,400 | — | 603,400 | | | 2023 | 1,245,400 | — | 1,245,400 | | | 2022 | 503,500 | 14,800 | 518,300 | | Justin Hotard | 2024 | 499,700 | — | 499,700 | | April Miller Boise | 2024 | 562,600 | — | 562,600 | | Patrick P. Gelsinger | 2024 | 822,200 | — | 822,200 | | | 2023 | 2,886,000 | — | 2,886,000 | | | 2022 | 945,900 | — | 945,900 |
Summary Compensation Table
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Summary Compensation Table
Change in Pension Value and Non-Qualified Deferred Compensation Earnings. Amounts reported represent the actuarial change of the benefit that the NEOs (other than Messrs. Zinsner, Schell, and Hotard and Ms. Miller Boise) have in the tax-qualified pension plan and, for certain individuals, the supplemental benefit under the plan that offsets certain amounts under the non-qualified deferred compensation plan. Year-to-year differences in the present value of the accumulated benefit arise mainly from changes in the interest rate used to calculate present value and the participant’s age approaching 65. The NEOs generally had an overall decrease in 2024 compared to 2023 because the interest rate used to calculate present value increased from 5.3% for 2023 to 5.8% for 2024. Prior to the plan’s closure to new employees in 2011, when Mr. Gelsinger was previously an Intel employee, he was a participant in the tax-qualified pension plan and the supplemental benefit. Upon rehire in 2021, Mr. Gelsinger was not eligible for additional pension benefits. In 2024, the change in pension value and non-qualified deferred compensation for Mr. Gelsinger was tied to the benefits that were earned when he was an Intel employee prior to 2011. In 2024, Mr. Gelsinger had a loss in pension value of $213,000. Ms. Johnston Holthaus is a participant in the tax-qualified pension plan; however, she was not eligible for the supplemental benefit under the plan. Ms. Johnston Holthaus' pension value did not change in 2024. None of the other NEOs were eligible for pension benefits as they were hired after January 1, 2011. For more information about the pension plan benefits, see “Pension Benefits for Fiscal Year 2024” on page 70. All Other Compensation for 2024. The amounts in the “All Other Compensation” column of the Summary Compensation Table include tax-qualified matching company contributions to the 401(k) savings plan, matching company contributions to the non-qualified deferred compensation plan, and payments for perquisites, as detailed in the table below. Perquisites for 2024 include financial planning, eligibility for health evaluations, company-provided transportation, security, and company-matched charitable contributions.
Summary Compensation Table
| Name | Retirement Plan Contributions ($) | Deferred Compensation Plan Contributions ($) | Tax Gross-Ups ($) | Financial Planning ($) | Company- Provided Transportation ($) | Relocation ($) | Other ($) | | Michelle Johnston Holthaus | 23,000 | 91,600 | — | 7,100 | — | — | — | | David A. Zinsner | 23,000 | 73,200 | — | 20,000 | — | — | 12,600 | | Christoph Schell | 23,000 | — | — | 20,000 | — | — | 10,500 | | Justin Hotard | 23,000 | — | 136,700 | — | — | 160,800 | — | | April Miller Boise | 23,000 | — | 8,100 | 20,000 | — | 10,600 | — | | Patrick P. Gelsinger | 7,100 | — | — | 20,000 | 228,000 | — | 581,100 |
Summary Compensation Table
Retirement Plan Contributions. The amounts included in this column become payable only upon the earliest to occur of retirement, termination of employment, disability, or death (receipt may be deferred following retirement or termination of employment but no later than reaching age 70.5). Deferred Compensation Plan Contributions. The amounts included in this column will be paid to the NEOs after a fixed period of years or upon termination of employment, in accordance with irrevocable elections made in the calendar year before the calendar year in which that compensation is deferred. Tax Gross Ups. The amounts included in this column represent equalization payments to offset taxes imposed on Mr. Hotard and Ms. Miller Boise’s relocation benefits, consistent with company-wide policy for relocation costs. Company-provided Transportation (car service). As our former CEO, Mr. Gelsinger was provided a car and security-trained driver. The car service has both business and non-business use. The amount reported for Mr. Gelsinger represents the cost to Intel of the non-business component of the service. We do not consider these additional security measures to be a personal benefit for our former CEO, but rather appropriate expenses for the benefit of Intel that arose out of our former CEO’s employment responsibilities and that were necessary to his job performance as well as his safety. Relocation. The amounts included in this column represent relocation benefits for Mr. Hotard and Ms. Miller Boise, consistent with company-wide policy on relocation costs. Other. Amounts represent payments to NEOs for other perquisites, including payments for health & welfare services, executive physical benefits, and payments made by the Intel Foundation for matching charitable contributions on behalf of the NEOs. In addition to the payments for other perquisites described in the prior sentence, amounts to Mr. Gelsinger represent the incremental cost of residential security ($248,900), cash payments representing accrued but unused vacation ($192,300), accrued but unused sabbatical ($94,200), holiday pay ($19,200) and payments related to the company’s late delivery of amounts owed to Mr. Gelsinger ($24,000).
Summary Compensation Table
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Grants of Plan-Based Awards in Fiscal Year 2024
Grants of Plan-Based Awards in Fiscal Year 2024 The following table presents equity awards granted under the 2006 Equity Incentive Plan and awards granted under our Annual Cash Bonus Plan in 2024. Under SEC rules, the values reported in the “Grant Date Fair Value of Stock Awards” column reflect the grant date fair value of grants of stock awards determined under accounting standards applied by Intel, as discussed above.
Grants of Plan-Based Awards in Fiscal Year 2024
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Approval Date | Award Type | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | Michelle Johnston Holthaus | 2/15/2024 | 1/31/2022 | PSU | | | 32,475 | 64,950 | | 1,361,700 | | | 2/15/2024 | 5/11/2023 | PSU | | | 69,304 | 138,608 | | 3,492,200 | | | 2/29/2024 | 1/23/2024 | PSU | | | 48,589 | 97,178 | | 2,102,000 | | | 2/29/2024 | 1/23/2024 | RSU | | | | | 97,178 | 4,062,900 | | | | | Annual Cash | 1,476,600 | 2,953,200 | | | | | | David A. Zinsner | 2/15/2024 | 1/31/2022 | PSU | | | 57,540 | 115,080 | | 2,412,700 | | | 2/15/2024 | 5/11/2023 | PSU | | | 55,510 | 111,020 | | 2,797,100 | | | 2/29/2024 | 1/23/2024 | PSU | | | 43,499 | 86,998 | | 1,881,800 | | | 2/29/2024 | 1/23/2024 | RSU | | | | | 86,997 | 3,637,200 | | | | | Annual Cash | 1,476,600 | 2,953,200 | | | | | | Christoph Schell | 2/15/2024 | 2/11/2022 | PSU | | | 32,251 | 64,502 | | 1,352,300 | | | 2/15/2024 | 5/11/2023 | PSU | | | 62,575 | 125,150 | | 3,153,200 | | | 2/29/2024 | 1/23/2024 | PSU | | | 43,499 | 86,998 | | 1,881,800 | | | 2/29/2024 | 1/23/2024 | RSU | | | | | 86,997 | 3,637,200 | | | | | Annual Cash | 1,476,600 | 2,953,200 | | | | | | Justin Hotard | 2/29/2024 | 1/23/2024 | PSU | | | 37,020 | 74,040 | | 1,601,500 | | | 2/29/2024 | 1/23/2024 | RSU | | | | | 189,728 | 7,932,200 | | | | | Annual Cash | 1,402,500 | 2,805,000 | | | | | | April Miller Boise | 2/15/2024 | 5/22/2022 | PSU | | | 10,892 | 21,784 | | 456,700 | | | 2/15/2024 | 5/11/2023 | PSU | | | 33,643 | 67,286 | | 1,695,300 | | | 2/29/2024 | 1/23/2024 | PSU | | | 24,295 | 48,590 | | 1,051,000 | | | 2/29/2024 | 1/23/2024 | RSU | | | | | 48,589 | 2,031,400 | | | | | Annual Cash | 1,312,500 | 2,625,000 | | | | | | Patrick P. Gelsinger | 2/15/2024 | 1/31/2022 | PSU | | | 108,456 | 216,912 | | 4,547,600 | | | 2/15/2024 | 5/11/2023 | PSU | | | 192,884 | 385,768 | | 9,719,400 | | | 2/29/2024 | 1/23/2024 | PSU | | | 138,825 | 277,650 | | 6,005,600 | | | 2/29/2024 | 1/23/2024 | RSU | | | | | 104,119 | 4,353,100 | | | | | Annual Cash | 3,437,500 | 6,875,000 | | | | |
Grants of Plan-Based Awards in Fiscal Year 2024
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 annual financial metrics (revenue growth percentage and cash flow from operations) and two three-year modifiers (relative TSR and revenue compounded annual growth rate (CAGR)); RSU—restricted stock units. 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. Actual 2024 annual incentive cash payments are reported under the heading “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table on page 63. There is no threshold amount for the Annual Cash awards granted in 2024. 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 committee sets annual performance objectives for two of the financial metrics for the 2022 PSUs, 2023 PSUs, and 2024 PSUs the
Grants of Plan-Based Awards in Fiscal Year 2024
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Grants of Plan-Based Awards in Fiscal Year 2024
reported target number of shares for the 2022 PSUs, 2023 PSUs, and 2024 PSUs, reflect the portion of the PSUs for which performance objectives were set in fiscal year 2024, or 1/3 of each of the target number of 2022 PSUs, 2023 PSUs, and 2024 PSUs. There is no minimum number of shares that can be earned for the 2022 PSUs, 2023 PSUs, and 2024 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 63). For each of the 2022 PSUs, 2023 PSUs, and 2024 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, 2023 PSUs, and 2024 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 from operations performance conditions against the goals set for that year, and for the 2022 PSUs and 2023 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 “Grants of Plan-Based Awards in Fiscal Year 2024” table above includes the 1/3 of the target number of 2022 PSUs, 1/3 of the target number of 2023 PSUs, and 1/3 of the target number of 2024 PSUs that are eligible to vest based on 2024 performance. The 2022 PSUs, 2023 PSUs, and 2024 PSUs each have a three-year performance period and vest on January 31, 2025. January 31, 2026, and January 31, 2027, 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 (for the 2024 PSUs, the two modifiers can only have a cumulative impact of 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, the final payout for the 2023 PSUs and 2024 PSUs cannot exceed 100% of the target number of PSUs granted if our absolute TSR for the performance period is negative. Annual RSU Awards. RSUs granted to the NEOs in 2024 vest on an annual basis over three years following 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 48.
Stock Option Exercises and Stock Vested in Fiscal Year 2024
Stock Option Exercises and Stock Vested in Fiscal Year 2024 None of our NEOs held or exercised any options or had PSUs vest during fiscal year 2024. The following table provides information on the vesting of NEOs’ RSUs during fiscal year 2024.
Stock Option Exercises and Stock Vested in Fiscal Year 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michelle Johnston Holthaus | 163,398 | 4,532,200 | | David A. Zinsner | 143,955 | 5,322,600 | | Christoph Schell | 79,246 | 2,410,700 | | Justin Hotard | — | — | | April Miller Boise | 55,450 | 1,664,900 | | Patrick P. Gelsinger | 123,529 | 4,439,200 |
Stock Option Exercises and Stock Vested in Fiscal Year 2024
2021–2024 PSU Payout. In 2024, the payout for the PSUs granted in 2021, with a January 2021 through December 2023 performance period, was 0% of the target number of shares. The performance metrics for the PSUs were relative TSR measured against the S&P 500 IT Index and cumulative three-year EPS growth percentage. Intel’s TSR was -24.8%, which was 64.5 percentage points below the median TSR of the S&P 500 IT Index of 39.7% over the performance period. As a result, the relative TSR metric achieved 0% of target. The three-year EPS growth percentage was -34.5%, which was below the threshold goal of 1%. As a result, the cumulative EPS growth percentage metric achieved 0% of target.
Stock Option Exercises and Stock Vested in Fiscal Year 2024
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Outstanding Equity Awards at Fiscal Year-End 2024
Outstanding Equity Awards at Fiscal Year-End 2024 The following table provides information regarding outstanding equity awards held by the NEOs as of December 28, 2024. Unless otherwise specified, market value for stock awards (PSUs, RSUs, and Options) is determined by multiplying the number of shares by the closing price of Intel common stock on Nasdaq on the last trading day of the fiscal year (December 27, 2024). Our NEOs did not hold any outstanding option awards as of December 28, 2024.
Outstanding Equity Awards at Fiscal Year-End 2024
| | Stock Awards | | | | | | | Name | Grant Date | Award | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Michelle Johnston Holthaus | 1/31/2022 | RSU/PSU | 8,118 | 164,800 | 97,421 | 1,977,600 | | | 5/30/2023 | RSU/PSU | 92,410 | 1,875,900 | 207,911 | 4,220,600 | | | 2/29/2024 | RSU/PSU | 97,178 | 1,972,700 | 145,767 | 2,959,100 | | | Total | | 197,706 | 4,013,400 | 451,099 | 9,157,300 | | David A. Zinsner | 1/31/2022 | RSU/PSU | 82,185 | 1,668,400 | 172,614 | 3,504,100 | | | 5/30/2023 | RSU/PSU | 74,018 | 1,502,600 | 166,531 | 3,380,600 | | | 2/29/2024 | RSU/PSU | 86,997 | 1,766,000 | 130,496 | 2,649,100 | | | Total | | 243,200 | 4,937,000 | 469,641 | 9,533,800 | | Christoph Schell | 3/30/2022 | RSU/PSU | 8,063 | 163,700 | 96,753 | 1,964,100 | | | 5/30/2023 | RSU/PSU | 83,439 | 1,693,800 | 187,726 | 3,810,800 | | | 2/29/2024 | RSU/PSU | 86,997 | 1,766,000 | 130,496 | 2,649,100 | | | Total | | 178,499 | 3,623,500 | 414,975 | 8,424,000 | | Justin Hotard | 2/29/2024 | RSU/PSU | 189,728 | 3,851,500 | 111,060 | 2,254,500 | | | Total | | 189,728 | 3,851,500 | 111,060 | 2,254,500 | | April Miller Boise | 7/30/2022 | RSU/PSU | 25,600 | 519,700 | 32,676 | 663,300 | | | 5/30/2023 | RSU/PSU | 44,860 | 910,700 | 100,928 | 2,048,800 | | | 2/29/2024 | RSU/PSU | 48,589 | 986,400 | 72,884 | 1,479,500 | | | Total | | 119,049 | 2,416,800 | 206,488 | 4,191,600 |
Outstanding Equity Awards at Fiscal Year-End 2024
Awards. RSUs and PSUs are shown at their target amount. Unless otherwise noted, and in each case, subject to continued employment through the applicable vest dates: ▪The RSUs granted in 2022 vest quarterly over a three-year period from the grant date. ▪The RSUs granted on May 30, 2023 and February 29, 2024 vest in annual installments over a three-year period from the grant date. ▪The 2022 PSUs, 2023 PSUs, and 2024 PSUs each have a three-year performance period from the start of the fiscal year of the grant date and will vest on January 31, 2025, January 31, 2026, and January 31, 2027, 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 (for the 2024 PSUs, the two modifiers can only have a cumulative impact of 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, the final payout for the 2023 PSUs and 2024 PSUs cannot exceed 100% of the target number of PSUs granted if our absolute TSR for the performance period is negative. The 2022 PSUs, 2023 PSUs, and 2024 PSUs are all shown above at the target amount because the performance for the applicable number of completed years of the three-year performance period did not exceed target. Actual payout for the 2022 PSUs was zero. However, in accordance with SEC rules and accounting standards, only 1/3 of each of the target number of 2022 PSUs, 2023 PSUs, and 2024 PSUs are shown in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2024 table above.
Outstanding Equity Awards at Fiscal Year-End 2024
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Pension Benefits for Fiscal Year 2024
Pension Benefits for Fiscal Year 2024 The following table shows the estimated present value of accumulated pension benefits for the NEOs.
Pension Benefits for Fiscal Year 2024
| Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | | Michelle Johnston Holthaus | Pension Plan | N/A | — | | David A. Zinsner | Pension Plan | N/A | N/A | | Christoph Schell | Pension Plan | N/A | N/A | | Justin Hotard | Pension Plan | N/A | N/A | | April Miller Boise | Pension Plan | N/A | N/A | | Patrick P. Gelsinger | Pension Plan | N/A | 1,134,000 |
Pension Benefits for Fiscal Year 2024
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. Ms. Johnston Holthaus’ present value of accumulated benefit was zero as of 2024 fiscal year-end. None of the other NEOs are eligible for pension benefits as they were hired after January 1, 2011. 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. The U.S. 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. Effective January 1, 2015, compensation earned and service accruals were frozen as of December 31, 2014 in the U.S. 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 prior to 2011 and none of the other NEOs were 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 2024 Annual Report on Form 10-K for the year-ended December 28, 2024. 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 2024
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Non-Qualified Deferred Compensation for Fiscal Year 2024
Non-Qualified Deferred Compensation for Fiscal Year 2024 The following table shows the non-qualified deferred compensation activity for each NEO during fiscal year 2024. Messrs. Schell and Hotard, and Ms. Miller Boise did not elect to defer into the plan in 2024.
Non-Qualified Deferred Compensation for Fiscal Year 2024
| Name | Executive Contributions in Last Fiscal Year ($) | Intel Contributions in Last Fiscal Year ($) | Aggregate Earnings (Losses) in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Michelle Johnston Holthaus | 125,800 | 91,600 | 148,345 | 1,114,200 | | David A. Zinsner | 73,200 | 73,200 | 22,220 | 159,700 | | Christoph Schell | — | — | — | — | | Justin Hotard | — | — | — | — | | April Miller Boise | — | — | — | — | | Patrick P. Gelsinger | 836,100 | — | 330,214 | 2,714,100 |
Non-Qualified Deferred Compensation for Fiscal Year 2024
Executive Contributions in Last Fiscal Year. Amounts included in the Summary Compensation Table on page 63 in the “Salary” or “Non-Equity Incentive Plan Compensation” columns for 2024. Intel Contributions in Last Fiscal Year. These amounts, which accrued during fiscal year 2024 and were credited to the participants’ accounts in 2025, are included in the Summary Compensation Table in the “All Other Compensation” column for 2024. 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 28, 2024 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 2024 but were credited to the participants' accounts in 2025. 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 2024 (except for Ms. Johnston Holthaus who was not a NEO prior to 2022, Messrs. Zinsner and Schell who joined Intel in 2022, Mr. Hotard who joined in 2024 and Ms. Miller Boise who was not an NEO prior to 2024): Ms. Johnston-Holthaus $333,773, Mr. Zinsner $59,348, and Mr. Gelsinger $1,400,082. Intel will distribute the balances reported in the Non-Qualified Deferred Compensation table (plus any future contributions or earnings) to the NEOs in the manner that the officers have chosen under the plan’s terms. Some balances reported in the table above include the offset amount that the employee would receive under the tax-qualified pension plan arrangement; the actual amount distributed under this plan will be reduced by the benefit under the pension plan arrangement. See the Pension Benefits table on page 70 for these amounts. The following table summarizes the total contributions made by the participant and Intel, including gains, losses, and distributions attributable to such contributions, that were previously reported (or that would have been reported had the participant been a NEO for all years) in the Summary Compensation Table over the life of the plan. The amounts in the table are as of December 28, 2024 and do not take into account any amounts that were accrued during fiscal year 2024 but were credited to the participants’ accounts in 2025.
Non-Qualified Deferred Compensation for Fiscal Year 2024
| Name | Aggregate Executive Deferrals over Life of Plan ($) | Aggregate Intel Contributions over Life of Plan ($) | | Michelle Johnston Holthaus | 408,700 | 705,500 | | David A. Zinsner | 124,100 | 35,600 | | Christoph Schell | — | — | | Justin Hotard | — | — | | April Miller Boise | — | — | | Patrick P. Gelsinger | 2,192,700 | 521,400 |
Non-Qualified Deferred Compensation for Fiscal Year 2024
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. 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. Ms. Johnston Holthaus and Mr. Gelsinger 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.
Non-Qualified Deferred Compensation for Fiscal Year 2024
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Equity Award Termination Provisions
Equity Award Termination Provisions Unvested PSUs and RSUs are canceled upon termination of employment for any reason other than retirement, death, or disability. Our equity awards generally have the following post-employment provisions: ▪Retirement means termination of employment when (i) the employee is at least age of 60 or in the case of non-grandfathered employees (defined below) for purposes of PSUs only, at least age 60 with 5 years of service (each, Rule of Age 60) or (ii) the employee’s age plus years of service equals at least 75 (Rule of 75). ▪PSUs. The PSU retirement rules also depend on whether the employee is deemed “grandfathered” (employees hired prior to 2019 who received performance-based RSUs in 2018) or “non-grandfathered” (employees hired in 2019 or later or who did not receive performance-based RSUs in 2018). 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. 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. 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. RSUs are subject to retirement vesting under the Rule of Age 60 or the Rule of 75, but not both. Upon a termination of employment when satisfying Rule of Age 60, the employee receives one additional year of vesting for every five years of service. Upon termination of employment when satisfying the Rule of 75, the employee receives one additional year of vesting. Additional years of vesting means that any RSUs scheduled to vest within the number of years from the date of termination determined under the rule of Age 60 or Rule of 75 will be vested on the employee’s retirement date. ▪Upon disability or death all unvested RSUs become 100% vested, and unvested PSUs will become vested subject to actual performance. ▪Pursuant to the Executive Severance Plan, in the event of a termination without cause, the following equity awards are eligible for prorated accelerated vesting based on the number of whole months of employment during the vesting period or performance period, as applicable: (i) annual RSU and PSU awards granted to the employee (a) after the employee became eligible to participate in the Executive Severance Plan, and (b) more than one year prior to the date of employee’s termination of employment; and (ii) RSU and PSU awards designated by the company as “make-whole” awards granted to the employee after the employee became eligible to participate in the Executive Severance Plan. None of the equity awards that were outstanding as of December 28, 2024 were eligible for accelerated vesting under the Executive Severance Plan.
Equity Award Termination Provisions
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Equity Award Termination Provisions
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Equity Award Termination Provisions
| | Pay Versus Performance |
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
| | Holthaus CAP ($M) | | Zinsner CAP ($M) | | Gelsinger CAP ($M) | | Swan CAP ($M) | | | Avg NEO CAP ($M) | | INTC TSR | | 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)
| | Holthaus CAP ($M) | | Zinsner CAP ($M) | | Gelsinger CAP ($M) | | Swan CAP ($M) | | | Avg NEO CAP ($M) | | Net Income ($B) | | Non-GAAP Revenue ($B) | | |
Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)
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Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)
| Proposal 4 Approval of Amendment and Restatement of the 2006 Equity Incentive Plan | | | ▪Long-term equity compensation helps to attract, motivate, and retain talent ▪The 2006 Equity Incentive Plan (EIP) and our equity compensation programs reflect good corporate governance practices ▪Equity awards are broadly granted to eligible members of Intel’s workforce (e.g., ~62% of Intel’s workforce received an equity award in 2024) ▪Increase of the 2006 EIP share reserve is necessary for appropriate implementation of planned compensation actions for 2025 | | | | The Board recommends that you vote “FOR” approval of the amendment and restatement of the 2006 EIP. |
Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)
The Board is requesting that stockholders vote in favor of amending the 2006 Equity Incentive Plan (2006 EIP) to add 150 million shares to the share reserve. Since the 2006 EIP was first adopted in 2006, it has been our practice to present it to stockholders for re-approval regularly and frequently to allow stockholders to review our use of equity compensation and to vote upon the continued use of the 2006 EIP. If this Proposal is approved, the term of the 2006 EIP will extend to 2027; if not approved, the share reserve under the 2006 EIP will not be increased and the 2006 EIP will terminate in 2026. Intel has a long-standing practice of granting equity awards not only to its executives and directors, but also broadly among its employees. As of the grant date (February 29, 2024) for the 2024 annual long-term incentive awards, approximately 62% of the eligible employees received an equity award in 2024. The 2006 EIP authorizes us to grant four types of equity awards: stock options, stock appreciation rights (SARs), restricted stock, and restricted stock units (RSUs). In practice, we have used the 2006 EIP to grant time-based RSUs, performance-based RSUs or Performance Stock Units (PSUs), and stock options. Please note that the following summary of major features of the amended and restated 2006 EIP is qualified in its entirety by reference to the actual text of the amended and restated 2006 EIP, which is included as Appendix A beginning on page A-1 to this proxy statement.