Intel Corp DEF 14A, filed Mar 28, 2024

Intel Corp (INTC)

DEF 14A 2024-03-28 For: 2024-03-27

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Added on June 12, 2026

About this DEF 14A

Intel Corp filed this DEF 14A on March 28, 2024.

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SCHEDULE 14A
(RULE 14a-101) SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )


4			Letter from Your Board Chair
6			Introduction to Our Business
12			Meeting Notice and Voting Roadmap

Corporate Governance Matters
16			Proposal 1: Election of Directors
17			Corporate Governance Roadmap
18			Board Overview
20			Board Skills
22			Board Composition and Refreshment
32			Board Structure and Engagement
36			Board Accountability
38			Board Oversight
44			Director Compensation
46			Certain Relationships and Related Transactions
47			Security Ownership of Certain Beneficial Owners and Management

Audit Matters
48			Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
50			Report of the Audit & Finance Committee

Compensation Matters
52			Proposal 3: Advisory Vote to Approve Executive Compensation of Our Named Executive Officers (NEOs)
53			Letter from the Talent and Compensation Committee
55			Compensation Discussion and Analysis
56			Executive Summary
61			2023 Compensation of Our NEOs
76			Other Aspects of Our Executive Compensation Programs
79			Report of the Talent and Compensation Committee
80			Executive Compensation Tables

Additional Compensation Matters
94			CEO Pay Ratio
94			Pay Versus Performance
97			Equity Compensation Plan Information

Stockholder Proposals
98			Proposals 4 -6


Additional Meeting Information
104			How the Meeting will be Conducted
104			How to Attend the Meeting
105			How to Vote

Other Matters
107			2025 Stockholder Proposals or Nominations
110			Communicating with Us
110			Delinquent Section 16(a) Reports
111			Stockholders Sharing the Same Last Name and Address

Appendices
A-1			Appendix A: Non-GAAP Financial Measures
B-1			Appendix B: Additional Executive Compensation Information
C-1			Appendix C: Independence Related Matters



Index of Frequently Requested Information

10						Corporate Responsibility Initiatives
11						Human Capital Management

24						Board Evaluations
25						Board Diversity
25						Director Biographies
24						Director Independence
20						Director Skills / Experience Matrix
23						Other Board Commitments
22						Tenure

33						Board and Committee Engagement
34						Board Committees
32						Board Leadership
43						Code of Conduct
42						Corporate Responsibility Oversight
42						Cybersecurity Oversight
33						Director Attendance
40						Enterprise Risk Management Oversight
43						Ethics, Legal and Regulatory Oversight
39						Human Capital Management
36						Stockholder Engagement
38						Strategy Oversight

50						Auditor Fees
49						EY Re-Engagement Factors

62						Compensation Consultant
91						Deferred Compensation Table
86						Grants of Plan-Based Awards Table
55						NEOs for 2023
87						Options Exercises & Stock Vested Table
85						Other Compensation Table
88						Outstanding Awards Table
62						Peer Group
90						Pension Benefits Table
92						Post-Employment Payments
57						S ay-On-Pay Responsive Actions
80						Summary Compensation Table



			Artificial Intelligence: Intelligence everywhere, turning infinite data into actionable insight

			Ubiquitous Compute: Everything we interact with involves computer technology

			Pervasive Connectivity: Everything and everyone is connected

			Cloud-to-Edge Infrastructure: Unlimited scale and capacity combined with unlimited reach, while simultaneously addressing the need for lower latency and higher bandwidth

			Sensing: Through advancements in AI, telemetry, photonics, mapping, and more, machines are adopting human-centric abilities for smarter, more useful data



			Product Leadership
			We intend to lead and democratize compute with Intel x86 and xPU.

			Open Platforms
			We aim to deliver open software and hardware platforms with industry-leading standards.

			Manufacturing at Scale
			Our IDM 2.0 strategy combines three capabilities: our internal factory network, strategic use of foundry capacity, and our systems foundry.

			Our People
			Our world-class talent is at the heart of everything we do. We strive to have a positive effect on business, society, and the planet.




INTEL CORPORATION (Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)



Strong Execution of our Transformation and a Clear Vision for a New Intel



The Board’s Deep Engagement with Intel’s Strategy and Stockholders


At Scale, Geo Diverse, and Resilient

Long-standing Sustainability Leadership

Unique Advanced Packaging IP

Expanding Ecosystem with Cadence, Synopsys, Tower & UMC Collaborations

Wafer & Advanced Packaging Customer Momentum

Expanded US Dep. of Defense’s RAMP-C Program, led by Intel on Intel 18A

Multigen Arm Agreement enabling Low-power Compute SoCs on Intel 18A


~125 thousand employees worldwide			53 countries in which we operate			$25.8 billion in gross capital investments in 2023


			Oregon
			Gordon Moore Park campus - home of Intel’s technology development organization World’s first High-NA EUV lithography tool, planned for use with leading-edge process nodes beyond Intel 18A Planning multibillion dollar expansion to R&D facilities and semiconductor manufacturing capacity Latest Investment: planning phase


			Arizona
			Intel’s largest semiconductor manufacturing facility Expansion of two fabs for future production on Intel 20A and Intel 18A Ongoing Investment: $20B


			New Mexico
			Semiconductor technology development and manufacturing site Expansion providing new advanced packaging capacity Ongoing Investment: $3.5B


						Ohio
						Constructing two new leading-edge fabs at a new US semiconductor manufacturing mega-site Ongoing Investment: $20B


			Central America
						Costa Rica
						State-of-the-art R&D and global services center Assembly & test facility


			Europe
						Ireland
						One of Europe’s leading semiconductor manufacturing facilities New fab opened in 2023 with production on Intel® Core™ Ultra on Intel 4


						Germany
						Announced plan to build two new leading-edge wafer fabs Facility: Wafer Fab Planned Investment: €30B


			Poland
			Intel’s largest R&D facility in Europe Announced plan to build new assembly & test Planned Investment: $4.6B


Middle East
			Israel
			Technology development sites and manufacturing facility Home to Mobileye business Ongoing Investment: $25B


Asia
			China
			Assembly & test facility


			Malaysia
			Intel’s 1st international assembly & test facility Building a new advanced packaging facility Ongoing Investment: $7B


			Vietnam
			Our largest assembly & test facility



			2024 PROXY STATEMENT			3



2024 PROXY STATEMENT			5



2024 PROXY STATEMENT			7


United States
			California
			Corporate headquarters



Revenue

						2023 vs. 2022: Lower revenue in CCG, DCAI, and NEX driven by customer inventory corrections impacting demand and volumes. 2022 vs. 2021: Lower revenue in CCG and DCAI, higher revenue in NEX, and lack of NAND revenue compared to 2021 due to the divestiture in Q1 2022.


Gross Margin

						2023 vs. 2022: Lower GAAP gross margin from lower revenue, higher unit cost, and higher excess capacity charges, partially offset by the sell-through of previously reserved inventory, lower inventory reserves taken in 2023, lower product ramp costs, and the absence of one-time charges recognized in 2022. 2022 vs. 2021: Lower GAAP gross margin from lower revenue, higher unit cost, lack of NAND gross margin, higher period charges from the ramp of Intel 4, and higher inventory reserves.


Diluted EPS Attributable to Intel

						2023 vs. 2022: Lower GAAP EPS from lower gross margin and absence of one-time gains recognized in 2022, partially offset by lower R&D and marketing, general, and administrative spending, and a higher tax benefit. 2022 vs. 2021: Lower GAAP EPS from lower gross margin, higher operating expenses from additional investment in R&D, partially offset by higher gains on equity investments and a tax benefit.


Cash Flow

						2023 vs. 2022: Lower operating cash flow primarily driven by lower net income, partially offset by favorable changes in working capital and other adjustments. 2022 vs. 2021: Lower operating cash flow driven by lower operating income, partially offset by favorable working capital changes.



Responsible Lead in advancing safety, wellness, and responsible business practices across our global manufacturing operations, our value chain, and beyond	Collaborating to Advance AI Safety Thru MLCommons® Working Group, The AI Alliance, NIST, and others RAI Principles Updated and made public	$27M In fees returned to suppliers’ workers (since 2014) 3TG+ Responsible mineral sourcing (Al, Cu, Ni & Ag)


Inclusive Advance inclusion across our global workforce and industry, and expand opportunities for others through inclusive technology, practices, and digital readiness initiatives	#4 Most just company by JUST Capital, leading our industry in 2024 Intel’s AI Global Impact Festival New student award for utilizing AI to promote accessibility	45+ Employee resource groups, affinity groups, and leadership councils ~$1.6B Diverse supplier annual spending in 2023


Sustainable Be a global leader in sustainability and enable our customers and others to reduce their environmental impact through our actions and technology	Climate Transition Action Plan Outlines our roadmap, risk management, and transition opportunities 99% Renewable electricity use across global operations	Net Zero GHG emissions commitment for scope 1 and 2 (by 2040) and upstream scope 3 (by 2050) $425M Of green bond proceeds allocated in first-year update to support operational sustainability


Enabling Through innovative technology and the expertise and passion of our employees, we enable positive change within Intel, across our industry, and beyond	~3.8M Volunteer hours (since 2020) 370 Tech impact projects funded via the Intel RISE Technology Initiative in 42 countries (since 2020)	Improved accessibility Experiences when connecting hearing aids to Intel® Evo™ laptops 5.8M People trained via Intel® Digital Readiness Programs globally



Inclusion Inclusion is one of Intel's core values and is at the heart of our culture. We continue to support the inclusion, development, and progression of all our talent. We strive to provide a workplace where everyone has access and opportunity to achieve their best.	28.1% Women global employees 19.0% Women global senior leadership	17.0% Underrepresented minorities US employees 8.2% Underrepresented minorities US senior leadership


Compensation and Benefits We strive to provide market-competitive pay, benefits, and services that help meet the varying needs of our employees. We believe that our holistic approach towards pay equity, representation, and creating an inclusive culture enables us to cultivate a work place that helps employees develop and progress in their careers at all levels.	Maintained Global gender pay equity Maintained US racial and ethnic pay equity	Hybrid-first Company Comprehensive Compensation & benefits (structured to meet employees’ varying needs in a market-competitive, holistic package)


Growth and Development We invest significant resources to develop the talent needed to remain at the forefront of innovation and make Intel an employer of choice. We offer extensive training programs, provide rotational assignment opportunities, and continue updating our job architecture to help employees create custom learning programs for building skills and owning their careers.	Employee Experience Surveys Enable employees to provide feedback on the company and work experiences (e.g., learning & development opportunities)	5.6% Global undesired turnover rate


Health, Safety, and Wellness We provide access to a variety of innovative, flexible, and convenient health and wellness programs, including on-site health centers, and we aim to increase awareness of and support for mental and behavioral health. We continue to build our strong safety culture and drive global expansion of our corporate wellness program through employee education and engagement activities.	94% Intel® Vitality Program satisfaction rating (95% in 2022) 370K+ Health & safety training courses completed	41% Wellness program participation rate (38% in 2022) 92% Break compliance (91% in 2022)



Diversity		Independence
10 of 13 directors have diverse backgrounds		85% independent
5 Female (38%)	4 Racially /ethnically diverse (31%)	11 Independent (85%)

4 Born outside U.S. (31%)	1 Has a disability (8%)	2 Not Independent (15%)


Board Skills and Experience

	Semiconductor, Industry and IT/Technical Experience		Human Capital Experience
		9		11

	Operating and Manufacturing Experience		Senior Leadership Experience
		5		10

	Emerging Technologies and Business Models Experience		Financial Expertise
		10		5

	Business Development and M&A Experience		Cybersecurity/ Information Security
		11		5

	Global/ International Experience		Government, Legal, Regulatory, and Policy Experience
		11		3

	Sales, Marketing, and Brand Management Experience		Public Company Board Experience
		7		12



			Governance Highlights

			Accountable to Stockholders ▪Annual election of directors by majority vote with resignation policy ▪Proxy access (3%, 3 years, 20% of board) ▪Stockholder ability to call special meetings (15% threshold) ▪No poison pill Stockholder Voting Rights in Proportion to Economic Interest ▪One vote per share, with no dual-class share structure Proactive and Responsive to Stockholders ▪Proactive year-round stockholder engagement with director participation ▪History of Board responsiveness to stockholder feedback Strong Independent Leadership Structure ▪Independent Board Chair ▪Annual review of Board leadership structure ▪Independent directors meet in executive session at least four times annually Practices that Enhance Board Effectiveness ▪Annual Board and committee self-evaluations ▪Annual review of skills, experiences, backgrounds and contributions of individual directors ▪Active Board refreshment process to evaluate and enhance Board skills ▪Director "overboarding" and age (75) limits ▪No restrictions on directors' access to management or employees ▪Board and committees can hire outside advisors independently of management ▪Robust Board-level oversight of strategy, risk management, cybersecurity, human capital management, and corporate social responsibility Management Incentive Structures Aligned with Long-Term Strategy ▪Talent and Compensation Committee annually reviews program design ▪Short- and long-term incentive programs designed to reward financial and operational performance that furthers strategy and aligns with stockholder interests



Proposal 2	Ratification of Selection of Independent Registered Public Accounting Firm	The Board recommends that you vote “FOR” this proposal.



Proposal 4-6	Stockholder Proposals	The Board recommends that you vote “AGAINST” these proposals.



Proposal 4			Board Corporate Financial Sustainability Committee



Proposal 1 Election of 13 Directors Through regular refreshment, we have built a substantially independent Board that is exceptionally qualified and engaged. We believe our Board possesses the necessary skills, experiences, and diversity of backgrounds and perspectives to effectively oversee our business and strategic evolution and represent the long-term interests of our stockholders. What am I voting on? Upon the recommendation of our Governance Committee, our Board has nominated the 13 individuals listed below to serve as directors until our 2025 Annual Stockholders’ Meeting. Each of our director nominees currently serves on the Board and was elected to a one-year term at the 2023 Annual Stockholders’ Meeting, except that Stacy J. Smith was appointed to the Board on March 12, 2024.			▪Director nominees with diverse leadership, industry, and technology experience ▪11 of our 13 director-nominees are independent ▪Average director tenure of 4.9 years ▪Annual review of skills, experiences, backgrounds, and contributions of individual directors as part of annual director nomination process ▪Active Board refreshment process to evaluate and enhance Board skills, with seven new non-employee directors joining the Board since 2019


			Biographical Information. Biographical information for each of the director nominees is included in this section, 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. Independence. Of the 13 director nominees, 11 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, a non-employee director nominee, served as a member of an advisory committee to the Board prior to joining the Board and currently does not satisfy the Nasdaq independence test due to compensation previously received in that role. The only other non-independent director nominee is our CEO, Patrick P. Gelsinger. There are no family relationships among any of our directors or executive officers. Term and Service. Each director’s term runs from the date of their election until our next annual stockholders’ meeting and until their successor (if any) is elected or appointed. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the Board may reduce the size of the Board or may designate a substitute nominee and the individuals named as proxies may vote for the election of any such substitute nominee. Alternatively, the proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date. However, we have no reason to believe that any of the nominees will be unwilling or unable to serve at the time of the annual meeting. Voting, Election, and Conditional Resignation. For information with respect to the votes that may be cast and that are required to elect a director nominee, see “Additional Meeting Information; How Do I Vote?” on page 105. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” 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 Governance Committee’s recommendation and publicly disclose its decision and rationale.


The Board recommends that you vote “FOR” each director nominee.


			Board Overview See pages 18-19>			▪Intel's Board is composed of 13 highly qualified directors with a diverse mix of skills, experiences, and backgrounds ▪85% are independent, 77% have diverse backgrounds (gender, racial/ ethnic, geographic and/or has a disability), and the Board has an average tenure of 4.9 years and average age of 61 years


			Board Skills See pages 20-21>			▪Intel’s Board has the appropriate mix of skills and experiences to oversee Intel's business strategy and transformation agenda to regain process technology leadership, build a world class system foundry business, and enable customers’ AI solutions, all undertaken with financial discipline ▪Strong history of Board refreshment, with eight directors added in the last five years, enhancing the Board's strategic skill set in multiple areas - semiconductor, industry and IT/technical; operational and manufacturing; emerging technologies and business models; global/international; human capital; government, legal, regulatory, and policy; and financial expertise


			Board Composition and Refreshment See pages 22-31>			▪Rigorous and ongoing Board refreshment process, with an annual review of skills, experiences, backgrounds, and contributions of individual directors as part of the annual director nominating process, annual Board self-assessment, and ongoing evaluations of the skills needed on the Board and of potential director candidates ▪Proactive year-around stockholder engagement process with director participation so that the Board receives on-going input from stockholders as part of its robust annual director process for director selection/nomination


			Board Structure and Engagement See pages 32-35>			▪Intel's independent Board Chair, Mr. Yeary, is highly qualified to serve in that role and has clearly defined responsibilities ▪The Board has four regular standing committees, with independent and robust committee chairs, and creates other ad hoc committees as business needs arise ▪The Governance Committee regularly evaluates whether committee composition appropriately reflects new perspectives and the right mix of skills and experiences, and made several recent membership changes ▪Our directors attended on average 97% of their 2023 Board and applicable committee meetings and received frequent Intel strategy and business updates


			Board Accountability See pages 36-37>			▪Our relationship with our stockholders is important and we conduct ongoing stockholder engagement; in 2023 we contacted stockholders representing 68% of Intel's institutionally held shares ▪Stockholder feedback is communicated to the relevant committees on a regular basis throughout the year and to the full Board at least once a year ▪In 2023 we made several enhancements to our practices and disclosures in response to our stockholders' feedback


			Board Oversight See pages 38-43>			▪The Board has robust oversight processes to oversee Intel's strategy, enterprise risk management, and human capital management ▪While the full Board has primary responsibility, it also assigns specific oversight duties to the committees based on their areas of expertise ▪The Board also actively oversees corporate social responsibility matters, with the Governance Committee primarily supporting such efforts ▪Cybersecurity oversight is an important risk that Intel looks to manage, with the Audit Committee and Board receiving regular updates ▪Other important areas of Board oversight are ethics and legal and regulatory compliance



Board Overview Committees Key Qualifications	Age: 63 Director Since: 2021 Committees: None	Patrick P. Gelsinger CEO, Intel Brings 40+ years of semiconductor industry leadership experience, including extensive knowledge of Intel’s operations and culture, where he has served for over 30 years, became Intel’s first chief technology officer, and drove the creation of key industry technologies such as USB and Wi-Fi.

		Public Boards ▪Mobileye Global (Intel subsidiary)	Skills & Expertise


	Age: 58 Director Since: 2019 Committees: C M	James J. Goetz Partner, Sequoia Capital Brings a keen understanding of evolving technologies and a strong track record of helping companies capitalize on disruptive innovation as a long-tenured partner at a venture capital firm, as well as substantial operating experience, a growth mindset, and significant private and public company board experience.

		Public Boards ▪Palo Alto Networks	Skills & Experience


	Age: 59 Director Since: 2021 Committees: A	Andrea J. Goldsmith Dean of Eng. & App. Sci., Eng. Prof., Princeton Univ. Brings considerable industry and technical understanding as an accomplished academic, engineer, inventor, and entrepreneur (known for her highly acclaimed foundational work in wireless communications), as well as a strong commitment to diversity and inclusion, having advocated for increased diversity in the STEM disciplines.

		Public Boards ▪Medtronic ▪Crown Castle	Skills & Experience


	Age: 53 Director Since: 2020 Committees: C M	Alyssa H. Henry Former Square CEO, Block Brings 25+ years of experience in software engineering and development of database and storage technologies, which is particularly useful as Intel moves to being a data-centric company and the next phase of our IDM 2.0 strategy, as well as substantial senior leadership experiences overseeing successful expansions of businesses into other technology services.

		Public Boards ▪Confluent	Skills & Experience


	Age: 68 Director Since: 2017 Committees: A G	Omar Ishrak Former Exec. Chair. & CEO, Medtronic Brings substantial experience identifying and developing emerging technologies and overseeing strategic acquisitions through his senior leadership roles in the medical technology industry, as well as a strong track record of building diverse and inclusive workplace cultures and advocating for global partnerships, having served as a member of the Board of Trustees of the Asia Society.

		Public Boards ▪Amgen ▪Allurion Technologies	Skills & Experience


	Age: 69 Director Since: 2018 Committees: C G	Risa Lavizzo-Mourey Prof. Emerita, Univ. of Penn. Brings extensive leadership experience as former President and CEO at the nation's largest healthcare-focused philanthropic organization, as well as government experience from her healthcare government appointments and extensive public company board and governance experience.

		Public Boards ▪GE Healthcare Technologies ▪Merck	Skills & Experience


The Governance Committee and Board undertake an evaluation of the existing and future needs and skill sets of the Board in light of the company’s evolving strategy and risk and return profile. The committee works to build a Board that is refreshed, whenever appropriate, strong in its core competencies, and has the appropriate skill set to advance each of Intel’s strategic pillars. In addition to developing and maintaining a skills matrix, the committee receives input from stockholders through the stockholder engagement process and the vote support each director received during the most recent annual stockholder meeting. 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 non-employee directors as a group.			Tenure (non-employee director nominees) 5.1 years average tenure of non-employee director nominees


The Board believes that its current mix of tenures represents an appropriate mix of new perspectives and deep institutional knowledge.


3			Assess Candidates’ Skills, Qualifications, and Commitments


Director Category			Board Service Limits
Directors who are a sitting CEO or an executive officer of a public company			2 boards
Directors who are not a sitting CEO or an executive officer of a public company			4 boards
All directors			3 audit committees



Following the reviews outlined above, the Governance Committee and the Board affirmed that each director nominee has sufficient capacity to continue effectively serving on our Board and that their nomination is in stockholders’ best interests.


4			Evaluate Director Contribution and Value (Board Evaluation)