Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 14A
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Table of Contents

Table of Contents


Letter From Your Board Chair

Dear Stockholder,


						“We greatly value year-round communication and collaboration with our stockholders to discuss how our company’s strategic transformation is enabling us to play a larger role in our customers’ success and to apply technology to society’s greatest challenges.”

2021 was a transformational year for Intel, reflecting considerable organizational development and change. It marked my second full year serving as your independent Board Chair and my first year working with our new Chief Executive Officer (CEO), Pat Gelsinger. Under Pat’s dynamic leadership, our business transformation has entered a new and exciting phase, with the launch of IDM 2.0 and the announcement of our process technology roadmap and long-term growth strategy. To empower Intel to achieve its ambitious goals, the Board has overseen key organizational changes to strengthen execution and innovation in critical business areas and continued its focus on thoughtful Board refreshment to create the right group of independent directors aligned with the company’s strategy.

While we are focused on driving change and executing on our business transformation, we continue to be guided by the same core values and fundamental principles that have shaped our company since its founding. Key among those is our commitment to our employees and stockholders, as well our understanding that we have a crucial role to play as a leader on environmental, social, and governance issues. I believe that leadership on ESG issues not only makes us a stronger company, it also enables us to create value for the broader communities in which we operate, our customers, and our stockholders.

Dynamic Executive Leadership and Vision

In February 2021, our Board elected Pat as our new CEO. When the Board was evaluating candidates to be the next CEO as part of its succession planning process, we knew that we needed to find an individual with deep technological understanding, the vision to develop and deliver a transformational strategy, and the ability to attract top talent and rally our global team. We found exactly that leader in Pat. Moreover, Pat knows Intel—he started his career here and spent over 30 years at Intel before taking on leadership roles at EMC and VMware, where he honed his skills as an executive. In connection with Pat’s appointment, the Compensation Committee, advised by its independent compensation consultant, carefully designed his compensation package to be highly compelling to Pat but only if substantial stockholder returns are achieved.

Since taking the helm in February 2021, Pat has leveraged his clear vision and deep knowledge of Intel and our culture to take our strategy to the next level. As the driving force behind IDM 2.0, Pat has driven clarity around his strategy for Intel and has led by example in setting expectations for high-speed execution of that strategy. Pat’s dedication to Intel’s mission, culture, and people is felt throughout the enterprise, and his passion has reenergized and revitalized Intel’s operations, and attracted talented employees to join Intel. This is evidenced by more than 50 Vice Presidents and Fellows joining Intel since Pat started and more than 17,000 technical employees hired in 2021. We have even seen talented former employees returning to Intel to be a part of this exciting next phase in the company’s history.

A Strategic Vision and Process Roadmap to Engineer the Future

Our Board and leadership team have been keenly focused on the future of Intel. In March 2021, Pat announced our strategy for a new era of innovation and product leadership, “IDM 2.0,” a major evolution of our integrated device manufacturing (IDM) model that will combine (1) a global, internal factory network for at-scale manufacturing, (2) a world-class foundry with leading edge process technologies, and (3) expanded use of third-party foundry capacity to include manufacturing for a range of modular tiles on advanced process technologies. In July 2021, Intel unveiled one of the most detailed process technology roadmaps that it has ever provided, which showcased breakthrough technologies designed to enable us to achieve process leadership by 2025. In February 2022, we outlined our strategy and path to long-term growth; this includes participating in large and growing markets, introducing leadership product roadmaps across every business in which we compete, new reporting segments to enhance transparency, and a disciplined financial approach.

To achieve long-term growth, we plan to leverage our six distinct but complementary business units to capture growth in large traditional markets (e.g., client and data center) and disrupt emerging markets (e.g., external foundry, accelerated computing, and graphics). Our new reporting segments, to be presented starting with our Q1 2022 results, will provide stockholders with direct and clear visibility of our progress in each area. These efforts will be underpinned by our Smart Capital strategy, under which we intend to employ a disciplined approach to our investments and leverage government incentives and customer commitments



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including prepayments. We are also exploring other creative financial partnerships and infrastructure financings to further offset capital spending and improve free cash flow.

Driving our Organizational Evolution

To support and accelerate Pat’s new strategy for Intel, over the past several months the Board has overseen key leadership changes to strengthen our execution and innovation in critical business areas:

In June, we welcomed two new technology leaders to our executive leadership team. Greg Lavender is our new Chief Technology Officer (CTO) and leads our Software and Advanced Technology Group, which is focused on driving our technical innovation, research programs, and a unified vision for software. Nick McKeown leads our Network and Edge Group, which brings our Network Platforms, IOT, and Connectivity Groups into a single business unit focused on driving technology and product leadership throughout the network.

In connection with the appointment of Greg and Nick, Sandra Rivera and Raja Koduri took on new leadership roles created through the restructuring of our Data Platform Group: Sandra as Executive Vice President and General Manager of our new Datacenter and AI Group, focused on developing leadership data center products for a cloud-based world and driving our overall artificial intelligence (AI) strategy, and Raja, a well-known innovator in GPU computing technology, as Senior Vice President and General Manager of our new Accelerated Computing Systems and Graphics Group, which is focused on the key growth areas of high-performance computing and graphics;

In August, Christy Pambianchi joined us as Chief People Officer to head the Human Resources organization with a mandate to attract, engage, and retain the best talent as we transform our culture and strengthen execution and innovation to accelerate our strategic evolution;

In early 2022 Intel announced that Michelle Johnston Holthaus, who previously served as Executive Vice President and General Manager of the Sales, Marketing and Communications Group (SMG), will lead our Client Computing Group, overseeing all aspects of running and growing the client business, including strategy, financial performance, and product development for our full suite of client technologies and platforms;

In January 2022, Intel named David Zinsner our new Chief Financial Officer to help drive our transformation and bring the IDM 2.0 growth story to fruition; and

Finally, in February 2022, Intel announced that Christoph Schell would join Intel to lead SMG as Executive Vice President and Chief Commercial Officer.

Cultivating Diverse and Experienced Board Leadership

Our ongoing refreshment of the Board with diverse directors who have deep industry and technology experience complements and helps drive our new strategic focus. In September 2021, the Board welcomed Dr. Andrea Goldsmith as its newest member. Andrea is an accomplished academic, engineer, and inventor with over 20 years of experience in electrical engineering and applied science, and highly acclaimed, foundational work in wireless communications. The fifth new independent director to join our Board since 2018, Andrea joins a remarkable group of individuals with diverse backgrounds, skills, expertise, and viewpoints. With her addition, the Board believes that we have the right mix of directors to oversee and advise Pat and the leadership team as they work to deliver on our strategic goals.

The Board has also restructured its committees to further enhance the Board’s efficiency and productivity, and to provide more focused oversight of the company’s activities in areas that are critical to our strategic priorities. For example, the Board created a new M&A Committee to assist the Board in evaluating and overseeing Intel’s M&A and venture investment strategies; and combined the Finance and Audit Committees into a joint committee given their complementary focus areas. In addition, three new non-executive advisory committees were created to provide a stronger “outside-in” perspective to the Board and management in key strategic areas: the Technology Advisory Committee, the Government Affairs Advisory Committee, and the Architecture Advisory Committee. These committees include both Board members and outside experts.

Rising to Meet Collective Challenges

Intel has a long history of leadership in corporate governance and corporate responsibility, whether it’s setting ambitious goals for our company, leading industry and multi-stakeholder initiatives, or collaborating with others to apply our

technology to solve global challenges. While Intel saw transformational business and organizational change this past year, we did not forget the important role that we play in our communities. During 2021, we made progress on our 2030 RISE goals of 100% renewable energy and net positive water use in our own operations and supply chain, and conserving 8.3 billion gallons of water in 2021. Also in 2021, via Intel’s RISE Technology Initiative (IRTI), we worked with over 50 customers, partners, governments, academic bodies, and NGOs on 62 enabled global projects related to health care, education, and the economy with dedicated new work streams for social equity, human rights, accessibility, and climate action. The Alliance for Global Inclusion, a new coalition of technology companies that we launched in 2021, has also progressed in creating an index that helps companies assess the state of Diversity and Inclusion and addressing leadership representation, inclusive language and product development, and STEM readiness in under resourced communities.

The Board is actively involved in overseeing our corporate responsibility initiatives. We are proud of what our company has accomplished to date, but as we look toward the next decade, we know that even greater leadership will be required. Key areas of focus are advancing diversity, equity, accessibility and inclusion in our global workforce; advocating for public policies and laws that combat discrimination and inequities impacting our employees and our communities; and accelerating change across the industry and working with ecosystem partners to significantly expand our global impact through responsible minerals sourcing practices.

On behalf of the entire Board, thank you for choosing to invest in Intel and for continuing to entrust our Board and our leadership team to help our company achieve success in this new and exciting phase of our evolution.

Sincerely,

Omar Ishrak

Chair of the Board



			2022 PROXY STATEMENT \| Letter From Your Board Chair			3

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Intel Corporation Notice of
2022 Annual Stockholders’ Meeting

Date Thursday, May 12, 2022

Time 8:30 A.M. Pacific Time

Record Date March 18, 2022

Voting Recommendations of the Board

Management Proposals

PROPOSAL

Election of the 10 director nominees named in this proxy statement

We have built an independent board that is highly engaged and possesses the necessary skills, experiences, qualifications, and diversity to effectively oversee the business and long-term interests of stockholders.

Vote For

Each Director Nominee

See page 16 u

PROPOSAL

Ratification of selection of Ernst & Young LLP (EY) as our independent registered public accounting firm for 2022

The Audit & Finance Committee is involved in the annual review and engagement of EY and believes their continued retention is in the best interests of Intel and its stockholders.

Vote For

See page 59 u

PROPOSAL

Advisory vote to approve executive compensation of our listed officers

Our executive compensation programs are tied to Intel’s financial, operational, and stock price performance and are designed to accelerate execution on our new strategic plan.

Vote For

See page 64 u

PROPOSAL

Approval of amendment and restatement of the 2006 Equity Incentive Plan (EIP)

The amendments to the 2006 EIP will enable us to implement our 2022 compensation plans and continue to use long-term equity as a component of our broad-based compensation program.

Vote For

See page 110 u

Stockholder Proposals

PROPOSAL

Stockholder proposal requesting amendment to the company’s stockholder special meeting right, if properly presented at the meeting

Vote Against

See page 120 u

PROPOSAL

Stockholder proposal requesting a third-party audit and report on whether written policies or unwritten norms at the company reinforce racism in company culture, if properly presented at the meeting

Vote Against

See page 122 u

How to Vote

Please act as soon as possible to vote your shares, even if you plan to attend the annual meeting online. If you are a beneficial stockholder, your broker will NOT be able to vote your shares with respect to the election of directors and most of the other matters presented during the meeting unless you have given your broker specific instructions to do so. We strongly encourage you to vote. You may vote via the Internet, by telephone, or, if you have received a printed version of these proxy materials, by mail. For more information, see “Additional Meeting Information” on page 126. ►

Vote

ONLINE at www.proxyvote.com.

You may also attend the annual meeting online, including to vote and/or submit questions, at www.virtualshareholdermeeting.com/Intel22.

BY PHONE by calling the applicable number.

For stockholders of record:(800) 690-6903

For beneficial stockholders:(800) 454-8683

BY MAIL if you have received a printed version of these proxy materials.

Scan this code to your phone to receive all of the meeting details.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD MAY 12, 2022: The Notice of 2022 Annual Stockholders’ Meeting and Proxy Statement and the 2021 Annual Report on Form 10-K are available at www.intc.com

Our Board solicits your proxy for the 2022 Annual Stockholders’ Meeting (and any postponement or adjournment of the meeting) for the matters set forth above. We made this proxy statement available to stockholders beginning on March 30, 2022.



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		INDEX OF FREQUENTLY REQUESTED INFORMATION

2	Letter F rom Your Board Chair	8	Business Overview	13	Investor Responsiveness
4	Notice of 2022 Annual Stockholders’ Meeting	14	Exec. Comp. Summary	11	Overview of the Board
6	Proxy Statement Highlights†	7	Financial Performance	9	Strategy Update

	BOARD OF DIRECTORS MATTERS
16	Proposal 1: Election of Directors	17	Director Biographies	26	Skills/Background Matrix
23	Director Nomination Process	27	Diversity/Refreshment	27	Tenure
23	Director Skills, Experience, and Background
28	Board Evaluations

	CORPORATE GOVERNANCE MATTERS
29	Board Leadership Structure	57	Code of Conduct	48	Human Capital
34	Board Responsibilities and Committees	33	Corp. Gov. Guidelines	33	ISG Framework
40	Stockholder Engagement	35	Corp. Resp./ESG Oversight	56	Related Party Transactions
44	Our Capital†	43	Corp. Resp./ESG Matters	30	Risk Oversight
53	Director Compensation	34	Director Attendance	34	Strategy Oversight
58	Security Ownership of Certain Beneficial Owners and Management	32	Director Independence	35	Succession Planning & Human Capital Oversight

	AUDIT & FINANCE COMMITTEE MATTERS
59	Proposal 2: Ratification of S election of I ndependent R egistered P ublic A ccounting F irm	61	Auditor Fees	60	Factors Considered in Deciding to Re-engage EY
62	Report of the Audit & Finance Committee

	LISTED OFFICER COMPENSATION MATTERS
64	Proposal 3: Advisory V ote to A pprove E xecutive C ompensation of O ur L isted O fficers	67	CEO Transition	81	Peer Group
		68	CEO New-Hire Comp.	104	Pension Benefits Table
65	Letter From Your Compensation Committee	94	Claw-Back Policies	93	Perquisites
66	Compensation Discussion and Analysis	81	Compensation Consultant	99	Plan-Based Awards Table
66	Executive Summary	105	Deferred Comp. Table	106	Post-Employ. Payments
80	2021 Compensation of Our Listed Officers	66	Listed Officers for 2021	77	Program Changes for 2022
90	Other Aspects of Our Executive Compensation Programs	99	Other Comp. Table	74	Say on Pay & Engagement
95	Report of the Compensation Committee	103	Outstanding Awards Table	94	Stock Ownership Guidelines
96	Executive Compensation Tables	78	Pay-for-Performance	96	Summary Comp Table

	ADDITIONAL COMPENSATION MATTERS
109	CEO Pay Ratio	109	Supplemental Pay Ratio
110	Proposal 4: Amendment and Restatement of 2006 Equity Incentive Plan
110	Equity Compensation Plan Information

	STOCKHOLDER PROPOSALS
120	Proposal 5: Stockholder Special Meeting Right
122	Proposal 6: Anti-Racism in Company Culture


	ADDITIONAL MEETING INFORMATION
126	Online Meeting
126	Meeting Admission
127	Voting B efore or D uring the M eeting

	OTHER MATTERS
129	2023 Stockholder Proposals or Nominations
130	Communicating with Us
131	Delinquent Section 16(a) Reports
131	Stockholders Sharing the Same Last Name and Address
		† Information in Proxy Statement Highlights—Introduction to Our Business (page 6), A Year in Review (page 7), Business Overview (page 8), Our Strategy (page 9), and Our Capital (pages 10, 44-52) is reproduced from our 2021 Annual Report on Form 10-K and speaks as of January 27, 2022, the date we filed our Form 10-K, except where clearly indicated otherwise.
	APPENDICES
A-1	Appendix A: Non-GAAP Financial Measures
B-1	Appendix B: Comparison of Value of CEO New-Hire Awards
C-1	Appendix C: 2006 Equity Incentive Plan



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Intel put the silicon in Silicon Valley. For more than 50 years, Intel and our people have had a profound influence on the world, driving business and society forward by creating radical innovation that revolutionizes the way we live. Today we are applying our reach, scale, and resources to enable our customers to capitalize more fully on the power of digital technology. Inspired by Moore’s Law, we continuously work to advance the design and manufacturing of semiconductors to help address our customers’ greatest challenges. By embedding intelligence in the cloud, network, edge, and every kind of computing device, we unleash what our CEO Pat Gelsinger calls the four superpowers: Al, pervasive connectivity, cloud to edge, and ubiquitous computing. These four extraordinary technological capabilities have become major market forces powering the digitization of everything. They will fundamentally alter how we experience technology and interact with devices, ranging from PCs to other connected devices-even our homes and cars. This transformation has only been accelerated by the COVID-19 pandemic. The four superpowers will also exponentially increase the world’s need for compute. We are already seeing the impacts of heightened global demand for semiconductors and ongoing supply shortages. This is where Intel plays and wins: Our semiconductors are the underlying technology empowering developers and enabling our customers’ innovations.						“Semiconductors are the underlying technology powering the digitization of our world and Intel is in the unique position to help satisfy growing global demand. By delivering leadership products, anchored on open and secure platforms - powered by sustainable manufacturing at scale that builds a balanced and resilient supply chain - I am confident Intel will gain market share and drive long-term growth.” Pat Gelsinger Intel CEO



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A Year in Review†


						“We achieved solid results amid a highly constrained industry-wide supply environment while continuing to maintain a strong balance sheet and liquidity position. With our IDM 2.0 strategy, we enter a phase of significant investment, positioning us for product leadership and long-term growth.” David Zinsner Chief Financial Officer

Total revenue of $79.0 billion was up year over year, with CCG revenue up 1% and DCG revenue down 1%, both amid the effects of industry-wide supply constraints. We experienced strength in notebook demand and recovery in desktop demand, partially offset by lower notebook ASPs due to strength in the consumer and education market segments. DCG was down on lower ASPs driven by product mix and a competitive environment, partially offset by higher platform1 volume from recovery in the enterprise and government market segment. IOTG and Mobileye both achieved strong results on higher demand amid recovery from the economic impacts of COVID-19. We invested $15.2 billion in R&D, made capital investments of $18.7 billion, and generated $30.0 billion in cash from operations and $11.3 billion of free cash flow.



$79.0B GAAP Revenue up 1% from 2020	$74.7B non-GAAP2 Revenue up 2% from 2020	Higher revenue in CCG, IOTG, Mobileye, and PSG, partially offset by declines in DCG and NSG. Non-GAAP revenue excludes NSG.


$19.5B GAAP Operating income down $4.2B or 18% from 2020; 2021 operating margin at 25%	$22.2B non-GAAP2 Operating income down $2.2B or 9% from 2020; 2021 operating margin at 30%	Higher gross margin from higher platform and adjacent1 revenue and Corporate revenue from a prepaid customer supply agreement, partially offset by a Corporate charge related to VLSI litigation, higher period charges from ramp of process technology, and higher operating expenses on increased R&D investment. Non-GAAP operating income incrementally excludes, amortization of acquisition-related intangibles, restructuring and the charge related to VLSI litigation.


$4.86 GAAP Diluted EPS down $0.08 or 2% from 2020	$5.47 non-GAAP2 Diluted EPS up $0.37 or 7% from 2020	Lower operating income partially offset by equity investment gains, lower effective tax rate, and lower shares. Non-GAAP results incrementally exclude ongoing mark-to-market adjustments and tax impacts of non-GAAP adjustments.


$30.0B GAAP Operating cash flow down $5.4B or 15%	$11.3B non-GAAP2 Free cash flow down $9.9B or 47%	Lower operating cash flow driven by a decrease in net working capital contributions and cash paid to settle a prepaid customer supply agreement in Q1 2021, partially offset by a McAfee special dividend received in Q3 2021. Free cash flow decreased due to lower operating cash flow and higher capital expenditures.

1See “Our Products” within MD&A in our 2021 Annual Report on Form 10-K.

2See “Non-GAAP Financial Measures” within MD&A in our 2021 Annual Report on Form 10-K.

† This section is reproduced from information in our 2021 Annual Report on Form 10-K and speaks as of January 27, 2022.



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Business Overview†

Investing in Our IDM 2.0 Strategy for the Long Term

To support our IDM 2.0 strategy, we are making significant capital investments to increase our manufacturing capacity and accelerate our process technology roadmap, as well as increasing our investments in R&D. We believe these investments will position us for accelerating long-term revenue growth. We expect our long-term revenue outlook to accelerate to a 10% to 12% year-over-year growth rate by the end of our five-year horizon as supply normalizes and our investments add capacity and drive leadership products. We expect gross margins to be impacted by our investments in capacity and the acceleration of our process technology, resulting in expected non-GAAP gross margins percentages between 51% and 53%1 over the next several years before moving upward. We also expect our capital expenditures to increase above historical levels for the next several years. We expect our cash from operations to be strong, but our capital investments to pressure our free cash flow in the short term.



Process and Packaging Technology Roadmaps At the Intel Accelerated event in July 2021, we provided an update on our manufacturing process and packaging technology roadmaps. We introduced future nodes, including Intel 3 and Intel 20A, and discussed future process and packaging technologies, such as our PowerVia, RibbonFET, Foveros Omni, and Foveros Direct technologies. As part of the update, we also introduced a new naming structure for our manufacturing process nodes, which includes the name changes summarized in “Key Terms” within Notes to Consolidated Financial Statements.2		New CEO and Leadership Team Changes Our new CEO Pat Gelsinger joined Intel on February 15, 2021 and made several senior leadership changes throughout the year. We also named our new CFO David Zinsner in January 2022. Mr. Gelsinger returns to Intel, where he previously spent 30 years of his career, learned at the feet of Intel’s founders, and served as our first Chief Technology Officer. IDM 2.0 On March 23, 2021, we announced our “IDM 2.0” strategy, the next evolution of our IDM model. Our IDM 2.0 strategy combines our internal factory network, strategic use of external foundries, and our new IFS business to position us to drive technology and product leadership. To accelerate this strategy, we announced plans to invest $20 billion to build two new fabs in Arizona, which we broke ground on in September, and we recently announced plans to invest more than $20 billion in the construction of two new leading-edge fabs in Ohio. We also announced approximately $10.5 billion total investment to equip our Rio Rancho, New Mexico and Malaysia sites for advanced packaging manufacturing. In August, the US Department of Defense announced that IFS will lead the first phase of its multi-phase RAMP-C program to facilitate the use of a domestic commercial foundry infrastructure.
12th Gen Intel® Core™ Processors We announced the 12th Gen Intel Core processor family (Alder Lake), the first on the Intel 7 process, with real-world performance for enthusiast gamers and professional creators. Alder Lake is the first processor based on our performance hybrid architecture featuring a combination of Performance-cores, the highest performing CPU cores Intel has built, and Efficient-cores designed for scalable multi-threaded workload performance. Ice Lake Server Processors We launched the 3rd Gen Intel® Xeon® Scalable CPU (Ice Lake), which boasts up to 40 cores and delivers a significant increase in performance, on average, compared to the previous generation. The chips include a set of built-in security features, cryptographic acceleration, and AI.	5G Network Products We also introduced a broad, data-centric portfolio for 5G network infrastructure, including an SoC for wireless base stations, structured ASICs for 5G network acceleration, and a 5G network-optimized Ethernet NIC. Intel® Arc™ Graphics We revealed the brand for our upcoming consumer high-performance graphics products: Intel Arc. The Arc brand will cover hardware, software, and services, and will span multiple hardware generations, with the first generation discrete GPU (Alchemist) based on the Xe HPG microarchitecture and shipping to OEMs in Q1 2022.


First Closing of Divestiture of NAND Memory Business On December 29, 2021, subsequent to our fiscal 2021 year-end, we completed the first closing of the divestiture of our NAND memory business to SK hynix, Inc. (SK hynix). We intend to invest transaction proceeds to deliver leadership products and advance our long-term growth priorities.

1 See “Non-GAAP Financial Measures” within MD&A in our 2021 Annual Report on Form 10-K.

2 See “Key Terms” within Notes to Consolidated Financial Statements in our 2021 Annual Report on Form 10-K.

† This section is reproduced from information in our 2021 Annual Report on Form 10-K and speaks as of January 27, 2022.



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Our Strategy†

The world is becoming more digital, and computing more pervasive. Semiconductors are the underlying technology powering the digitization of everything, which is being accelerated by four superpowers: ubiquitous compute, cloud-to-edge infrastructure, pervasive connectivity, and AI. Together these superpowers reinforce and amplify one another, and will exponentially increase the world’s need for computing by packing even more processing capability onto ever-smaller microchips. We intend to lead the industry by harnessing these superpowers for our customers’ growth and our own.

We are uniquely positioned with the depth and breadth of our software, silicon and platforms, and packaging and process technology with at-scale manufacturing. With these strengths and the tailwinds of the superpowers, our strategy to win is focused on three key themes: product leadership, open platforms, and manufacturing at scale.

Our Priorities

Ubiquitous
compute

Product leadership

Lead and democratize compute with Intel x86 and XPU

Pervasive
connectivity

Open
platforms

Deliver open software and hardware platforms with industry-defining standards

Cloud to edge
infrastructure

Manufacturing at scale

Create world-changing technology and at-scale manufacturing and services with IDM 2.0

Artificial
intelligence

† This section is reproduced from our 2021 Annual Report on Form 10-K and speaks as of January 27, 2022.



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Our Capital†

We deploy various forms of capital to execute our strategy in a way that seeks to reflect our corporate values, help our customers succeed, and create value for our stakeholders.


Capital	Strategy	Value	Value We Create

Financial	Leverage financial capital to invest in ourselves and drive our IDM 2.0 strategy, supplement and strengthen our capabilities through acquisitions, and provide returns to stockholders.	We strategically invest financial capital to create long-term value and provide returns to our stockholders.	$30B/$11.3B Operating/free cash flow(1) $8.1B Returned to stockholders


Intellectual	Invest significantly in R&D and IP to enable us to deliver on our accelerated process technology roadmap, introduce leading x86 and xPU products, and develop new businesses and capabilities.	We develop IP to enable next-generation products, create synergies across our businesses, expand into new markets, and establish and support our brands.	$15.2B R&D investment


Manufacturing	Aligned with our IDM 2.0 strategy, invest to efficiently build manufacturing capacity to address growing global demand for semiconductors.	Our geographically balanced manufacturing scope and scale enable us to provide our customers and consumers with a broad range of leading-edge products.	$18.7B Capital investment 10 Manufacturing sites


Human	Continue to build a diverse, inclusive, and safe work environment to attract, develop, and retain top talent needed to build transformative products.	Our talented employees enable the development of solutions and enhance the intellectual and manufacturing capital critical to helping our customers win the technology inflections of the future.	24.3% Women in technical positions(2) 18.7% Women in senior leadership(2) 7.8% URMs in US senior leadership(2)


Social and relationship	Build trusted relationships for both Intel and our stakeholders, including employees, suppliers, customers, local communities, and governments.	We collaborate with stakeholders on programs to empower underserved communities through education and technology, and on initiatives to advance accountability and capabilities across our global supply chain, including accountability for the respect of human rights.	>1.7M Volunteer hours(2) since 2020


Natural	Continually strive to reduce our environmental footprint through efficient and responsible use of natural resources and materials used to create our products.	With our proactive efforts, we seek to mitigate climate and water impacts, achieve efficiencies, and lower costs, and position us to respond to the expectations of our stakeholders.	Since 2020: >310M kWh savings(2) 15.4B Gallons saved(2) 3.5B Gallons restored(2)

1See “Appendix A: Non-GAAP Financial Measures" beginning on page A-1 of this proxy statement.

2This is a preliminary estimate. The final number will be reported in our 2021-22 Corporate Responsibility Report, to be issued later in 2022.

† This section is reproduced from information in our 2021 Annual Report on Form 10-K and speaks as of January 27, 2022.

Note: The Dalian factory was sold subsequent to year-end as part of the first closing of the divestiture of our NAND Memory business.



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Overview of the Board			For the 2022 Annual Stockholders’ Meeting, our Board has nominated the following 10 individuals for election, who have a broad and diverse set of: skills and experiences relevant and integral to our future strategic direction; perspectives; ages; tenures; and gender, racial, geographic, and ethnic backgrounds, which our Board is committed to actively seeking.

Patrick P. Gelsinger

Age: 61

Director Since: 2021

Chief Executive Officer of Intel

Mr. Gelsinger brings significant senior leadership, global, industry, human capital, sales, operating, business development and M&A, and public company board experience to the Board.

James J. Goetz

Age: 56

Director Since: 2019

Partner at Sequoia Capital

Mr. Goetz brings to the Board senior leadership, industry and information technology (IT), emerging technologies, business development, and cybersecurity experience.

Andrea J. Goldsmith

Age: 57

Director Since: 2021

Dean of Engineering and Applied Science and Professor of Engineering at Princeton University

Dr. Goldsmith brings to the Board industry and technical, emerging technologies, business development, public company, and government/regulatory experience.

Alyssa H. Henry

Age: 51

Director Since: 2020

Square Lead and Block Infrastructure & Information Security Lead for Block, Inc.

Ms. Henry brings senior leadership, industry and IT, emerging technologies and business models, and information security expertise to the Board.

Omar Ishrak

Age: 66

Director Since: 2017

Independent Board Chair Former Executive Chairman and Chief Executive Officer of Medtronic plc

Dr. Ishrak brings senior leadership, operating and manufacturing, and international expertise to the Board.

Other Current Public Boards:

None

Other Current Public Boards:

Palo Alto Networks

Other Current Public Boards:

Medtronic plc and Crown Castle International Corp.

Other Current Public Boards:

Confluent, Inc. and Unity Software Inc.

Other Current Public Boards:

Amgen Inc. and Compute Health Acquisition Corp.

Committees:

None

G, M

None

C, M

C, G

Skills & Expertise:



30% of Director Nominees Self-Identify as Women			30% of Director Nominees Self-Identify as Racially/Ethnically Diverse



30% of Director Nominees Self-Identify as Having Nationality Diversity			58 years Average Age of Director Nominees



			2022 PROXY STATEMENT \| Proxy Statement Highlights			11

Table of Contents

Committees

Key Qualifications

Audit & Finance

Senior Leadership

Financial Expertise

Sales, Marketing, and Brand Management

Cybersecurity/ Information Security

Compensation

Corporate Governance and Nominating

Global/International

Human Capital

Emerging Technologies and Business Models

Government, Legal, and Regulatory

Mergers and Acquisitions

Industry and IT/ Technical

Operating and Manufacturing

Business Development and M&A

Public Company Board

Chair

Risa Lavizzo-Mourey

Age: 67

Director Since: 2018

Robert Wood Johnson Foundation PIK Professor Emerita of Population Health and Health Equity at the University of Pennsylvania

Dr. Lavizzo-Mourey brings senior leadership, strategy, and human capital and talent development expertise to the Board.

Tsu-Jae King Liu

Age: 58

Director Since: 2016

Dean and Roy W. Carlson Professor of Engineering in the College of Engineering at the University of California, Berkeley

Dr. Liu brings to the Board industry and technical experience.

Gregory D. Smith

Age: 55

Director Since: 2017

Former CFO and Executive Vice President of Enterprise Operations of The Boeing Company

Mr. Smith brings to the Board senior leadership, financial, strategic, operational, human capital, and global expertise.

Dion J. Weisler

Age: 54

Director Since: 2020

Former President and CEO of HP, Inc.

Frank D. Yeary

Age: 58

Director Since: 2009

Principal of Darwin Capital Advisors LLC

Mr. Yeary’s career in investment banking brings to the Board financial strategy and global M&A expertise, including expertise in financial reporting.

Other Current Public Boards:

General Electric Co., Merck & Co., and

Better Therapeutics, Inc.

Other Current Public Boards:

None

Other Current Public Boards:

American Airlines Group Inc.

Other Current Public Boards:

Thermo Fisher Scientific Inc. and BHP Group

Other Current Public Boards:

PayPal Holdings, Inc.

Committees:

A, C

A, G

Skills & Expertise:



4.1 years Average Tenure of Director Nominees			90% of Director Nominees are Independent

			98% Average Attendance for Directors at Board and Committee Meetings in 2021

8 New Independent Directors Since 2017			51 Board and Committee Meetings in 2021, Including 7 Board and 44 Committee Meetings



12			Proxy Statement Highlights \| 2022 PROXY STATEMENT

Table of Contents

Board Responsiveness to Stockholders in 2021

Our relationship with our stockholders is an important part of our company’s success and we are proud of our long-standing and robust tradition of engaging with them through a two-way, year long dialogue.

Through direct participation in our engagement efforts as well as briefings from our engagement teams, our directors are able to monitor developments in corporate governance, executive compensation, and social responsibility, and benefit from our stockholders’ perspectives on these topics. In consultation with our Board, we seek to thoughtfully adopt and apply developing practices in a manner that best supports our business and our culture. Following a disappointing “Say on Pay” vote in 2021, which received approximately 38% support, we undertook extensive engagement efforts to better understand the reasons for how our stockholders voted, as well as to obtain their views on other key corporate governance, environmental and social, and disclosure matters, and to determine how best to respond.

Who We
Met With

45%

37%

30%

>30

of shares contacted
for engagement

of shares engaged
with overall

of shares engaged by
Board Chair / Comp. Comm. Chair

separate investor meetings throughout the year

An Integrated
Outreach Team

Board
Chair & Comp. Comm. Chair
(select
meetings)

Corporate
Secretary
Office

Human
Resources

Corporate
Responsibility
Office

Investor
Relations



What We Discussed	Our corporate governance Strategy oversight; Board diversity, refreshment & tenure; and auditor engagement	Our executive compensation & human capital management New CEO’s compensation, leadership transformation, incentive program changes, and equity plan amendment	Our environmental and social (E&S) practices E&S issues, compensation metrics, and Board oversight



How We Responded	Strategy oversight additional information re Board’s involvement in strategic planning & monitoring, including key Board focus areas see page 34 Board diversity, refreshment & tenure enhanced disclosure re newest directors’ diverse backgrounds & experiences, Board refreshment efforts, and robust annual self-evaluation process see pages 27-28 Auditor engagement increased disclosure re evaluation of and decision to engage EY see pages 59-60	New CEO’s compensation more disclosure re Board’s considerations behind the new CEO’s compensation package & equity awards see pages 65, 67-72 Incentive compensation program changes aligned with strategic priorities and investor feedback with more disclosure on performance metrics see page 77 Succession planning following recent leadership transitions, provided more info re the Board’s new CEO selection & succession planning oversight see pages 35, 65, 67 Equity plan usage included additional info re use & reliance on equity to recruit and retain talent see pages 110-112	E&S oversight more info about how the Board oversees E&S issues, such as climate change see page 35 E&S-related compensation metrics and goals enhanced disclosure about E&S-related compensation metrics and goals see pages 84-86



Where to Find More Information			See “Stockholder Engagement” on page 40 and “Stockholder Engagement and the 2021 ‘Say on Pay’ Vote” on page 74



			2022 PROXY STATEMENT \| Proxy Statement Highlights			13

Table of Contents

Executive Compensation Summary

Intel’s executive compensation programs are designed to incentivize the implementation of our growth strategy.

There are three key drivers of our executive compensation programs: 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). Our executive compensation programs focus on different performance metrics for various performance periods to balance our incentives for our executives. Following extensive stockholder engagement, the Compensation Committee approved several key changes to our 2022 compensation programs to align to our new go-forward strategy, strengthen our pay-for-performance linkage, provide better alignment with technology peer industry practices, be responsive to stockholder feedback, and continue our leadership on key ESG issues.

With these changes, our executive compensation programs continue to be closely tied to our financial, operational, and stock price performance, support our commitment to strong compensation governance, and provide market-based opportunities to attract, retain, and motivate our executives in an intensely competitive market for qualified talent.

For more information regarding our compensation changes for 2022, please see the “Compensation Discussion & Analysis” on page 66.

2021 CEO Transition and 2022 CEO Compensation

In early 2021, the Board of Directors implemented a leadership transition, appointing Mr. Gelsinger as CEO effective February 15, 2021, at which time he also joined the Board. The Board determined that this was the optimal time to draw on Mr. Gelsinger’s deep technology and engineering expertise during a critical period of transformation at Intel, and to further enhance our ability to attract top-tier engineering talent. In designing Mr. Gelsinger’s compensation package for 2021, the Compensation Committee, advised by its independent compensation consultant, sought to deliver compensation that was commensurate with Mr. Gelsinger’s capabilities and experience and reflective of the considerable challenge of leading Intel’s transformation. Specifically, in determining the size and structure of his one-time new-hire equity awards, the Compensation Committee considered the value of the compensation that Mr. Gelsinger forfeited by leaving his former employer, his unique skill set, the fiercely competitive market for senior executive talent, the magnitude of the transformation being undertaken by the company, and finally the importance of creating and ensuring alignment with our stockholders. Based on these considerations, the Compensation Committee offered Mr. Gelsinger one-time new-hire equity awards with a target value of approximately $110 million, with almost 50% of the awards’ target value replacing comparable incentives Mr. Gelsinger forfeited at his prior employer. Furthermore, 73% of the awards’ target value requires significant stock price appreciation in order for the awards to be earned. As described in more detail below, subsequent to Mr. Gelsinger joining Intel, members of our Board and management team have engaged extensively with stockholders who have consistently expressed support for Mr. Gelsinger’s hiring, and we did not hear requests to change the quantum or structure of the CEO new-hire equity awards, nor did the stockholders seek a commitment to any particular type of compensation action related to any future executive transitions.. For 2022, the Compensation Committee reverted to its historical approach to annual executive compensation, and Mr. Gelsinger’s 2022 target total direct compensation of approximately $26.3 million is aligned at the 50th percentile of our peer group and includes an annual long-term incentive award of 80% Performance Stock Units and 20% Restricted Stock Units with an aggregate target value of approximately $21,500,000.

For more information regarding the rationale and details of the compensation decisions related to Intel’s CEO transition, please see the “Compensation Discussion & Analysis” on page 66.



14			Proxy Statement Highlights \| 2022 PROXY STATEMENT

Table of Contents

Overview of Listed Officer Compensation Programs for 2021 and 2022 Changes

Pay Element

Purpose

Performance
Period

2021 Performance
Metrics

2021 Program Other Key Features

2022 Program Changes

Base
Salary

Designed to be market-competitive and attract and retain talent

Annual

—

Compensation Committee conducted annual review of peer group and market data regarding pay elements

—

Annual
Cash Bonus

Incentivize achievement of Intel’s near-term financial and operational objectives, consistent with Intel’s longer-term goals

Annual

Three equally weighted (1/3) metrics for listed officers

▪Net income growth

▪Revenue

▪One Intel operational goals

Payout opportunity 0-200% of target

Four equally weighted (25%) metrics for listed officers (other than our CEO, who does not have an individual performance metric):

▪Revenue

▪Gross Margin Percentage (New Metric)

▪One Intel operational goals

▪Individual OKRs (New Metric)

Maximum payout remains capped at 200% of the target opportunity

Quarterly
Cash Bonus

Company-wide program that rewards quarterly profitability based on Intel’s net income relative to company compensation costs

Quarter

▪5% of Net Income divided by Intel’s worldwide cost of a day’s pay

Payout reflected as extra days of cash compensation

—

Annual Restricted
Stock Units

Facilitates stock ownership, executive retention, and stockholder alignment

Three years with quarterly vesting

▪Stock price appreciation

▪Represented 20% of target long-term incentive award opportunity (other than for our CEO who did not receive an annual equity award and received one-time new-hire equity awards in 2021)

CEO annual equity award for 2022 comprised 80% PSUs and 20% RSUs.

RSUs will account for 50% of the annual equity awards for other listed officers to provide a more balanced approach and align with current market practice

Annual Performance
Stock Units

Designed to reward long-term profitability and long-term performance relative to peers; to create alignment with stockholders; and to facilitate executive retention

Three years

▪Relative TSR vs. S&P 500 IT Index (50%)

▪Cumulative EPS growth compared to a target established at the beginning of the three-year performance period (50%)

▪Represented 80% of target long-term incentive award opportunity (other than for our CEO who did not receive an annual equity award and received one-time new-hire equity awards in 2021)

▪Payout opportunity 0-200% of target

▪For maximum payout, TSR must exceed index by 25+ percentage points

▪EPS target set to be challenging; factors in planned share buybacks

Redesigned PSU program to reflect new go-forward strategy and align executive compensation to operating results while still indexing to TSR to drive performance culture

Metrics consist of:

▪Revenue Growth % (60%) and

▪Cash Flow From Operations (40%),

with two modifiers that can each impact the financial score percentages by +/- 25 points:

▪Three- year relative TSR (where target payout requires above median performance compared to the S&P 500 Index), and

▪Three- year revenue CAGR

Maximum payout remains capped at 200% of the target opportunity (including modifiers)



			2022 PROXY STATEMENT \| Proxy Statement Highlights			15

Table of Contents

Board of Directors Matters


		Upon the recommendation of our Corporate Governance and Nominating Committee, our Board has nominated the 10 individuals listed below to serve as directors. Our nominees include nine independent directors, as defined in the rules for companies traded on the Nasdaq Global Select Market* (Nasdaq), and one Intel officer: Patrick P. Gelsinger. Dr. Omar Ishrak has served as the independent Chair of the Board since January 2020. Each of our director nominees currently serves on the Board and was elected to a one-year term at the 2021 Annual Stockholders’ Meeting, except for Dr. Andrea J. Goldsmith, who was appointed to the Board effective September 2021. Term & 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 individuals named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board, or 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 if elected as a director. Voting, Election & Conditional Resignation. Our Amended and Restated Bylaws (Bylaws) provide that a director nominee is elected only if they receive a majority of the votes cast with respect to their election in an uncontested election (that is, the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee). You can vote to “abstain,” but that vote will not have an effect in determining the election results. For more information, see “Additional Meeting Information; Voting Before or During the Meeting” on page 127. 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 the Amended and Restated Board of Directors Guidelines on Significant Corporate Governance Issues (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 Corporate Governance and Nominating Committee would make a recommendation to the Board about whether to accept or reject 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 Corporate Governance and Nominating Committee’s recommendation and publicly disclose its decision and the rationale behind it. Biographical Information. For each of the 10 director nominees standing for election, the following pages set forth certain biographical information, including a description of their principal occupation, business experience, and the primary qualifications, attributes, and skills (represented by the icons below) that the Corporate Governance and Nominating Committee considered in recommending them as director nominees, as well as the Board committees on which each director nominee will serve as of the 2022 Annual Stockholders’ Meeting.
PROPOSAL 1
	Election of Directors

	Recommendation of the Board The Board recommends that you vote “FOR” the election of each of the following nominees.
	▪Director nominees with diverse leadership, industry, and technology experience ▪Nine of our 10 director-nominees are independent ▪Average director tenure of 4.1 years ▪On-going refreshment of the Board with five new independent directors joining the Board since 2018

Senior

Leadership Experience

Global/International Experience

Industry and IT/ Technical Experience

Financial Expertise

Human Capital Experience

Operating and Manufacturing Experience

Sales,

Marketing, and Brand Management

Emerging Technologies and Business Models

Business
Development and M&A Experience

Cybersecurity/ Information Security

Government, Legal, and Regulatory

Public
Company Board



16			Proposal 1: Election of Directors \| 2022 PROXY STATEMENT

Table of Contents

Director Nominees

Patrick P. Gelsinger

CEO

Age: 61

Director Since: 2021

COMMITTEES

None

BIRTHPLACE

United States

Skills & Expertise

Experience - Highlights

Intel (Feb 2021-Present, 1979-2009)

▪Director and CEO (Feb 2021-Present)

▪SVP, Co-GM, Digital Enterprise Group (2005-2009)

▪SVP, CTO (2001-2005)

▪Desktop Products Group Leader (1998-2001)

VMware, Inc., a cloud computing and virtualization software and services provider

▪Director and CEO (2012-2021)

EMC Corp., a data storage, information security and cloud computing company

▪President and COO, EMC Information Infrastructure Products (2009-2012)

Other Current Public Company Directorships

▪None

Education

▪Master of Science (Electrical Engineering) - Stanford University

▪Bachelor of Arts (Electrical Engineering) - Santa Clara University

Qualifications

As a seasoned industry veteran with over 40 years of experience in semiconductor, software, and cloud computing and data storage industries and in his role as our new CEO, Mr. Gelsinger brings significant senior leadership, global, industry, human capital, sales, operating, business development and M&A, and public company board experience to the Board. Mr. Gelsinger has gained extensive operating and manufacturing, sales, emerging technologies, M&A, and information security experience from serving in a variety of senior management roles, including CEO and COO, at leading multinational software, information security and computing companies. Having started his career at Intel, he has over 30 years of direct knowledge and experience in Intel’s culture, business development, strategy, and growth. Mr. Gelsinger also brings human capital and technical experience from his various senior leadership roles.

James J. Goetz

Age: 56

Director Since: 2019

INDEPENDENT

COMMITTEES

G and M

BIRTHPLACE

United States

Skills & Expertise

Experience - Highlights

Sequoia Capital Operations LLC, a venture capital firm

▪Partner (2004-Present)

VitalSigns Software, a software design, development, and strategy company (1996-1999)

▪Co-founder - assembled and led the team that pioneered end-user performance management

Bay Networks, managed service and IT support provider

▪VP, Network Management (1989-1996)

Prior Board Memberships

Barracuda Networks Inc., a data security and storage company (2009-2017)

Nimble Storage Inc., a data storage company (2007-2017)

Jive Software Inc., a provider of social business software (2007-2015)

Ruckus Wireless Inc., a wireless (Wi-Fi) networking equipment manufacturer (2012-2015)

Other Current Public Company Directorships

Palo Alto Networks Inc., a network security solution company.

Education

▪Master of Science (Electrical Engineering) - Stanford University

▪Bachelor of Science (Electrical Engineering) - University of Cincinnati

Qualifications

Mr. Goetz brings to the Board senior leadership, industry and information technology (IT), emerging technologies, business development, and cybersecurity experience from his experience as a partner of a venture capital firm, where he focuses on cloud, mobile, and enterprise technology investments, as well as providing guidance and counsel to a wide variety of internet and technology companies, and his prior work in networks, data security and storage, software, and manufacturing through various senior roles and other board experiences. 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.



			2022 PROXY STATEMENT \| Proposal 1: Election of Directors			17

Table of Contents

Andrea J. Goldsmith

Age: 57

Director Since: 2021

INDEPENDENT

COMMITTEES

None

BIRTHPLACE

United States

Skills & Expertise

Experience - Highlights

Princeton University (2020-Present)

▪Dean of Engineering and Applied Science

▪Arthur LeGrand Doty Prof. of Electrical and Computer Engineering

Stanford University

▪Stephen Harris Prof. of Engineering (2012-2020)

▪Prof. of Engineering (2007-2012)

▪Associate/Assistant Prof., Department of Electrical Engineering (1999-2007)

Plume WiFi (formerly Accelera, Inc.), a provider of software-defined wireless networking technology

▪Co-founder and CTO (2010-2014)

Quantenna Communications (formerly mySource Communications, Inc.), a producer of silicon chipsets designed for high-speed, wireless networking

▪Co-founder and CTO (2005-2009)

Other Current Public Company Directorships

Medtronic plc, a medical device company

Crown Castle International Corp., a real estate investment trust and shared communications infrastructure provider

Notable Affiliations

U.S. President’s Council of Advisors on Science and Technology (PCAST)

▪Member (Sep 2021-Present)

Institute of Electrical and Electronics Engineers (IEEE)

▪Fellow

▪Founding Chair, Board of Directors Committee on Diversity, Inclusion, and Professional Ethics (2019-Present)

Education

▪Doctor of Philosophy, Master of Science, and Bachelor of Science (Electrical Engineering) - University of California, Berkeley

Qualifications

Dr. Goldsmith brings to the Board industry and technical, emerging technologies, business development, public company, and government/regulatory experience. She is an accomplished academic, engineer, and inventor with more than two decades of experience at Stanford and Princeton in the fields of electrical engineering and applied science, with highly acclaimed, foundational work in wireless communications. Her research, which focused on the fundamental performance limits of wireless systems, especially with regard to 5G wireless, the mobile Internet of Things (IoT), smart grid design, and the applications of communications and signal processing to biology and neuroscience, directly relates to Intel’s data-centric business opportunities. As a Co-founder and Chief Technology Officer (CTO) of Plume WiFi and Quantenna Communications, Dr. Goldsmith gained valuable entrepreneurial, business development, and emerging technologies experience. She has significant public company board experience from her service with Medtronic and Castle Crown International and is also an advocate for increased diversity in science, technology, engineering, and mathematics (STEM).



18			Proposal 1: Election of Directors \| 2022 PROXY STATEMENT

Table of Contents

Alyssa H. Henry

Age: 51

Director Since: 2020

INDEPENDENT

COMMITTEES

C and M

BIRTHPLACE

United States

Skills & Expertise

Experience - Highlights

Block Inc. (formerly Square, Inc.), a software, hardware and financial services provider for small businesses and individuals

▪Square Lead, and Block Infrastructure & Info. Security Lead (Dec 2021-Present) - leads Square, inclusive of product development and go-to-market, and Block’s technical infrastructure and information security

▪Seller Lead (2014-Dec 2021) - oversaw global engineering, product management, design, sales, marketing, partnerships, and support for Square’s seller-facing software and financial services products

Amazon Inc. (2006-2014), a multinational technology company

▪VP, Amazon Web Services Storage Services - led services including Amazon S3, Amazon EBS, and Amazon Lambda

▪Director of Software Development for Ordering - responsible for Amazon’s ordering workflow software and databases

Microsoft Corporation, a multinational technology company

▪Spent 12 years working on databases and data access technologies in a variety of engineering, program management, and product unit management roles

Other Current Public Company Directorships

Confluent Inc., a data infrastructure software company

Unity Software Inc., a video game software development company

Education

▪Bachelor of Science (Applied Science with a specialization in Computing) - University of California, Los Angeles.

Qualifications

Ms. 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 process company, including overseeing its expansion into other technology services for small businesses, and by her leadership of the software development segment of a multinational technology company that focuses on e-commerce, cloud computing, digital streaming, and artificial intelligence. Ms. Henry’s more than 25 years of experience in software engineering and development of database and storage technologies is particularly useful to the Board as Intel moves from a PC-centric to a data-centric company.

Omar Ishrak

Independent

Board Chair

Age: 66

Director Since: 2017

INDEPENDENT

COMMITTEES

C and G

BIRTHPLACE

India

Skills & Expertise

Experience - Highlights

Medtronic plc, a medical device company

▪Chairman and CEO (2011-2020 (retired))

GE Healthcare Systems, a GE Healthcare division and comprehensive medical imaging and diagnostic technology provider

▪President and CEO (2009-2011)

▪President and CEO, GE Healthcare Clinical Systems (2005-2008)

▪President and CEO, GE Healthcare Ultrasound and BMD (1995-2004)

Other Current Public Company Directorships

Amgen Inc., a biopharmaceutical company

Compute Health Acquisition Corp., a special purpose acquisition company

Notable Affiliation

Asia Society, a leading educational organization dedicated to promoting mutual understanding and strengthening partnerships among peoples, leaders, and institutions of Asia and the U.S. in a global context.

▪Board of Trustees Member

Education

▪Doctor of Philosophy and Bachelor of Science (Electrical Engineering) - University of London, King’s College.

Qualifications

Dr. Ishrak brings senior leadership, operating and manufacturing, and international expertise to the Board from his position as Chairman and CEO of Medtronic and his long history of success as a global executive in the medical technology industry. From his CEO roles at Medtronic and GE Healthcare, Dr. Ishrak has extensive experience identifying and developing emerging technologies and has overseen a number of strategic acquisitions, enabling him to bring business development and mergers and acquisitions (M&A) experience to the Board. Earlier in his career, Dr. Ishrak held various product development and engineering positions at Diasonics Vingmed and Philips Ultrasound. Dr. Ishrak also provides technical, human capital, and brand marketing expertise from his role as a leader of a global medical technology company.



			2022 PROXY STATEMENT \| Proposal 1: Election of Directors			19

Table of Contents

Risa Lavizzo-Mourey

Age: 67

Director Since: 2018

INDEPENDENT

COMMITTEES

A, C, and G (Chair)

BIRTHPLACE

United States

Skills & Expertise

Experience - Highlights

University of Pennsylvania

▪Robert Wood Johnson Foundation PIK Prof., Population Health and Health Equity (2018-January 2021 (retired))

Robert Wood Johnson Foundation, nation’s largest healthcare-focused philanthropic organization

▪President and CEO (2003-2017)

▪SVP (2001-2003)

University of Pennsylvania Medical School

▪Sylvan Eisman Prof., Medicine and Health Care Systems (1995-2001)

▪Director, Institute on Aging (1994-2002)

▪Chief, Geriatric Medicine (1986-1992)

Other Current Public Company Directorships

General Electric Company, a conglomerate company

Merck & Co., a pharmaceutical company

Better Therapeutics, Inc., a prescription digital therapeutics (PDT) company

Notable Affiliations

Agency for Health Care Research and Quality

▪Deputy Administrator (1992-1994)

White House Health Care Reform Task Force (1993-1994)

▪Member

Education

▪Doctor of Medicine, Harvard Medical School

▪Master of Business Administration, Wharton School of Business, University of Pennsylvania

Qualifications

Dr. Lavizzo-Mourey brings senior leadership, strategy, and human capital and talent development expertise to the Board from her leadership of the largest public health philanthropy in the U.S. for almost 15 years and, before that, serving for 15 years as a distinguished professor and administrator at the University of Pennsylvania. She also brings to the Board government experience from her various government appointments. Dr. Lavizzo-Mourey’s board service with other public companies also provides extensive public company board experience.

Tsu-Jae King Liu

Age: 58

Director Since: 2016

INDEPENDENT

COMMITTEES

BIRTHPLACE

United States

Skills & Expertise

Experience - Highlights

University of California, Berkeley

▪Dean and Roy W. Carlson Prof. of Engineering, College of Engineering (2018-Present)

▪Distinguished professorship endowed by Taiwan Semiconductor Manufacturing Company, Ltd. (TSMC), Department of Electrical Engineering and Computer Sciences (2014-2018)

▪Vice Provost, Academic and Space Planning (2016-2018)

▪Senior International Officer (2016-2018)

▪Associate Dean, Academic Planning and Development, College of Engineering (2016)

▪Chair, Department of Electrical Engineering and Computer Sciences (2014-2016)

▪Associate Dean for Research, College of Engineering (2008-2012)

Progressant Technologies, a start-up company that developed negative differential resistance transistor technology (2000-2004)

▪Co-founder and President

Other Current Public Company Directorships

▪None

Notable Affiliation/Accolade

Center for Advancing Women in Technology

▪Board member (2014-2016)

Silicon Valley Engineering Hall of Fame

▪Inductee

Education

▪Doctor of Philosophy, Master of Science, and Bachelor of Science (Electrical Engineering) - Stanford University

Qualifications

As a scholar and educator in the field of semiconductor logic and memory devices, who conducts research on advanced materials, process technology, and solid-state devices for energy-efficient electronics, Dr. Liu brings to the Board industry and technical experience directly related to Intel’s semiconductor device research and development, and manufacturing. As a Co-founder of Progressant Technologies, which was later acquired by Synopsys, Inc., and while serving on technical advisory boards for multiple start-up companies, Dr. Liu gained business development experience. Her inventions and contributions to the fin-shaped field-effect transistor design, dubbed “FinFET,” have given Dr. Liu extensive experience in emerging technologies. She also brings global and international experience to the Board with her work on establishing strategic international partnerships and agreements for UC Berkeley.



20			Proposal 1: Election of Directors \| 2022 PROXY STATEMENT

Table of Contents

Gregory D. Smith

Age: 55

Director Since: 2017

INDEPENDENT

COMMITTEES

A (Chair)

BIRTHPLACE

Canada

Skills & Expertise

Experience - Highlights

The Boeing Company (Boeing), world’s largest aerospace company

▪CFO and EVP, Enterprise Operations (2020-2021 (retired))

▪Led Enterprise Operations, Finance and Strategy organization

▪Managed company’s overall financial activities

▪Oversaw company’s corporate audit function, which reported directly to the Board of Directors

▪Drove operational excellence by overseeing the company’s manufacturing, operations, supply chain, quality, and program management functions

▪Responsible for the delivery of enterprise services across the company

▪Oversaw the company’s strengthened focus on sustainability

▪Maintained oversight of the company’s financial performance, reporting, long-range business planning, treasury, and controller organizations, as well as investor relations.

▪CEO and CFO (Dec 2019-Jan 2020)

▪CFO and EVP, Corporate Development and Strategy (2015-2017)

▪EVP, CFO (2012-2015)

▪VP, Finance and Corporate Controller (2010-2012)

▪VP, Financial Planning and Analysis (2008-2010)

Raytheon Company, an aerospace and defense conglomerate

▪VP, Global Investor Relations (2004-2008)

Other Current Public Company Directorships

American Airlines Group, Inc., an American airline holding company

Qualifications

Mr. Smith brings to the Board senior leadership, financial, strategic, operational, human capital, and global expertise from his prior 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. 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. Smith brings substantial international and business development experience to the Board from his enterprise performance and strategy role at Boeing. Mr. 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. Smith also brings operational experience to the Board, by overseeing Boeing’s manufacturing, operations, supply chain, quality and program management teams.



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Table of Contents

Dion J. Weisler

Age: 54

Director Since: 2020

INDEPENDENT

COMMITTEES

C (Chair) and M

BIRTHPLACE

Australia

Skills & Expertise

Experience - Highlights

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)

Telstra Corporation Limited, a telecommunications company

▪Management positions (2002-2007)

Acer Incorporated, a hardware and electronics company

▪Management positions (1987-2001)

Other Current Public Company Directorships

Thermo Fisher Scientific Inc., an analytical laboratory instrument manufacturer

BHP Group., a mining, metals, and petroleum company

Education

▪Honorary Doctor of Laws (Honoris Causa) - Monash University, Australia

▪Bachelor of Computer Science (Applied Science – Computing) - Monash University, Australia

Qualifications

Mr. Weisler brings to the Board senior leadership, global and international, industry and information technology (IT), operating and manufacturing, emerging technologies, and cybersecurity experience from his more than 25 years of experience in the IT industry. From his role as the CEO of one of the world’s largest technology companies, Mr. Weisler also has financial expertise and extensive experience managing human capital and executing a business development and M&A strategy. Mr. Weisler also brings valuable board-level experience from his years of service on the boards of multinational companies like HP, Thermo Fisher Scientific, and the BHP Group.

Frank D. Yeary

Age: 58

Director Since: 2009

INDEPENDENT

COMMITTEES

A, G, and M (Chair)

BIRTHPLACE

United States

Skills & Expertise

Experience - Highlights

Darwin Capital Advisors LLC, a Phoenix, Arizona private investment firm

▪Principal (2012-Present)

CamberView Partners, LLC, a corporate governance and stockholder engagement advisory firm

▪Co-founder and Executive Chairman (2012-2018)

University of California, Berkeley

▪Vice Chancellor (2008-2012) - oversaw changes to the university’s financial and operating strategy

Citigroup Investment Banking, an investment banking and financial services company (2001-2008, 1990-1998)

▪Managing Director, Global Head of M&A (2003-2008)

▪Management Committee Member (2001-2008)

Other Current Public Company Directorships

PayPal Holdings, Inc., a financial technology company operating an online payments system

Education

▪Bachelor of Arts (History and Economics) - University of California, Berkeley

Qualifications

Mr. Yeary’s career in investment banking brings to the Board financial strategy and global M&A expertise, including expertise in financial reporting and 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 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, Mr. Yeary gained extensive strategic, operational, and financial expertise.

Committee names are abbreviated as follows: A = Audit & Finance, C = Compensation, G = Corporate Governance and Nominating, and M = Mergers and Acquisitions.



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Director Nomination Process

Committee Process

The Corporate Governance and Nominating Committee establishes procedures for Board nominations and recommends candidates for election to the Board. Consideration of new Board candidates typically involves a series of internal discussions, review of candidate information, and interviews with selected candidates. The Corporate Governance and Nominating Committee typically retains third-party search firms to identify candidates for nomination to the Board that may be supplemented by suggestions from Board members. In addition to candidates identified by Board members, the committee considers candidates proposed by stockholders and employees and evaluates them using the same criteria. All identified or suggested candidates are vetted by the search firms against our list of criteria, screened, and then interviewed. A stockholder who wishes to suggest a candidate for the committee’s consideration should send the candidate’s name and qualifications to our Corporate Secretary. The Corporate Secretary’s contact information can be found in this proxy statement under the heading “Other Matters; Communicating with Us” on page 130.

Use of Search Firms and Commitment to Diverse Candidates

During 2021, the Board retained and paid fees to third-party search firms to assist the Corporate Governance and Nominating Committee in the processes of identifying and evaluating potential Board candidates, consistent with the committee’s criteria, which included industry/technology experience. The Corporate Governance and Nominating Committee specifically requested that the search firms work with organizations focused on sourcing candidates of different races, ethnicities, genders, and sexual orientations. We have a policy of seeking out women and minority candidates, as well as candidates with diverse backgrounds, experiences, and skills, as part of each Board search. Our new director nominee, Andrea J. Goldsmith was initially recommended to the Corporate Governance and Nominating Committee by a current independent director and selected after the committee held numerous interviews with multiple qualified and diverse candidates.

In screening director candidates, regardless of whether they are identified by current Board members, stockholders, or third-party search firms, the committee considers the diversity of skills, experience, and background of the Board as a whole and, based on that analysis, determines whether it would strengthen the Board to add a director with a certain type of background, experience, personal characteristics, or skills. For additional information regarding what factors the committee considers in evaluating director candidates, see “Director Skills, Experience, and Background” below.

Director Skills, Experience, and Background


Intel is a large technology company engaged in research, manufacturing, and marketing on a global scale. We operate in highly competitive markets characterized by rapidly evolving technologies and exposure to business cycles. As we discuss below under “Board Responsibilities and Committees” on page 35, the Corporate Governance and Nominating Committee is responsible for assessing with the Board the appropriate skills, experience, and background that we seek in Board members in the context of our business and the existing composition of the Board. This assessment includes numerous diverse factors, such as independence; understanding of and experience in manufacturing, technology, finance, and marketing; senior leadership experience; international experience; mix of ages; and gender, racial, geographic, and ethnic diversity. The Board then determines whether a nominee’s background, experience, personal characteristics, and skills will advance the Board’s goal of creating and sustaining a Board with a diversity of perspectives and viewpoints that can support and oversee the company’s complex activities. As set forth in our Corporate Governance Guidelines, the Corporate Governance and Nominating Committee and the Board periodically review and assess the effectiveness of these practices for considering potential director candidates. Listed below are the skills and experience that we consider important for our directors in light of our current business and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list.			Our Board is committed to actively seeking women and minority director candidates for consideration.



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Senior Leadership Experience

Global/ International Experience

Industry and IT/Technical Experience

Directors who have served in senior leadership positions are important to us because they have the experience and perspective to analyze, shape, and oversee the execution of important operational and policy issues. These directors’ insights and guidance, and their ability to assess and respond to situations encountered in serving on our Board, may be enhanced by leadership experience at businesses or organizations that operated on a global scale, faced significant competition, or involved technology or other rapidly evolving business models.

We are a global organization with R&D, manufacturing, assembly and test facilities, and sales and other offices in many countries. In addition, the majority of our revenue comes from sales outside the US. Because of these factors, directors with global experience can provide valuable business and cultural perspective regarding many important aspects of our business.

Because we design and manufacture technology, hardware, and software, education or experience in relevant technology is useful for understanding our R&D efforts, competing technologies, the products and processes we develop, our manufacturing and assembly and test operations, and the market segments in which we compete, particularly as we execute on our data-centric strategy to expand into areas such as automotive, IoT, networking, and AI.

Financial
Expertise

Human Capital Experience

Operating and Manufacturing Experience

Knowledge of financial markets, financing and funding operations, and accounting and financial reporting processes is also important. This experience assists our directors in understanding, advising on, and overseeing Intel’s capital structure, financing, and investing activities, as well as our financial reporting and internal controls.

Because the market for senior technology leaders is extremely competitive, experience attracting and retaining top talent, particularly in high-demand areas such as cloud computing, AI, graphics processing units, and autonomous driving, can be an important skill for the Board to possess. In addition, evolving our culture is critical to delivering on our growth strategy and for continuing to attract and retain top talent, so directors with experience overseeing and helping to shape an organization’s culture are a valuable asset to the Board.

Because we are a leader in the design and manufacturing of advanced integrated digital technology platforms, understanding of and experience with manufacturing and other operational processes is a valuable asset to the Board.



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Sales, Marketing, and Brand Management Experience

Emerging Technologies and Business Models Experience

Business Development and M&A Experience

Directors with sales, marketing, and brand management experience can provide expertise and guidance as we seek to grow sales and enhance our brand.

Emerging technologies and business models can rapidly disrupt even the most well-thought-out strategy, particularly for technology companies. Directors with experience identifying and developing emerging technologies and business models can be valuable assets to the Board.

Directors with a background in business development and M&A provide insight into developing and implementing strategies for growing our business. Useful experience in this area includes skills in assessing “make” vs. “buy” decisions, analyzing the “fit” of a proposed acquisition with a company’s strategy, valuing transactions, and assessing management’s plans for integration with existing operations.

Cybersecurity/ Information Security

Government, Legal, and Regulatory Experience

Public Company

Board Experience

Directors who have experience managing cybersecurity and information security risks or who understand the cybersecurity threat landscape can provide valuable knowledge and guidance to the Board in its oversight of the company’s cybersecurity risks.

Directors who have served in government positions provide experience and insights that help us work constructively with governments around the world and address significant public policy issues, particularly as they relate to Intel’s operations and to public support for science, technology, engineering, and mathematics education. Directors with a background in law can assist the Board in fulfilling its oversight responsibilities regarding Intel’s legal and regulatory compliance and its engagement with regulatory authorities.

Directors with public company board experience understand the dynamics and operation of a corporate board, the relationship of a public company board to the CEO and other senior management personnel, the legal and regulatory landscape in which public companies must operate, the importance of particular agenda and oversight issues, and how to oversee an ever-changing mix of strategic, operational, and compliance-related matters.

Background

Members representing a mix of ages, genders, races, ethnicities, geographies, cultures, and other perspectives expand the Board’s understanding of the needs and viewpoints of our customers, partners, employees, governments, stockholders, and other stakeholders worldwide.



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Board Matrix

Listed below are the skills and experience that we consider important for our director nominees in light of our current business strategy and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list. Also listed below is detailed information regarding Board diversity. To view the related diversity matrix required by Nasdaq, please refer to our website at www.intc.com/board-and-governance.


Skills & Expertise
Experience
	Senior Leadership
	Global/International
	Industry and IT/Technical
	Financial Expertise
	Human Capital
	Operating and Manufacturing
	Sales, Marketing, and Brand Management
	Emerging Technologies and Business Models
	Business Development and M&A
	Cybersecurity/Information Security
	Government, Legal, and Regulatory
	Public Company Board

Self-Identified Background
Tenure/Age
Years on the Board		1	2	1	2	5	4	6	5	2	13
Age		61	56	57	51	66	67	58	55	54	58

Female

Male

Non-Binary

Did Not Disclose Gender

Gender Diversity

Directors

–

Racial/Ethnic/Nationality/Other Forms of Diversity

African American/Black

–

Alaskan Native/Native American

–

Asian/South Asian

–

Hispanic/Latinx

–

Native Hawaiian/Pacific Islander

–

White/Caucasian

–

LGBTQ+

–

Directors Born Outside of the US

–

Did Not Disclose Demographics


Tenure	Age	Gender	Racial/Ethnic Diversity
4.1 years average tenure of director nominees	58 years average age of director nominees	30% of director nominees self-identify as women	30% of director nominees self-identify as racially/ethnically diverse



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Director Tenure

Appropriate Mix

The Board generally believes that a mix of long- and short-tenured directors promotes an appropriate balance of views and insights and allows the Board as a whole to benefit from the historical and institutional knowledge that longer-tenured directors possess and the fresh perspectives contributed by newer directors.

Term Limits & Board Efforts Regarding Tenure

Our Corporate Governance Guidelines provide that, 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.


Average Board Tenure If each independent director nominee is elected to the Board, after the 2022 Annual Stockholders’ Meeting, our independent directors will have served an average of 4.4 years on the Board. Overall, our Board, including both independent and employee directors, will have an average tenure of 4.1 years. We believe that this mix of tenure on the Board represents a diversified “portfolio” of new perspectives and deep institutional knowledge.
	Tenure	4.4 years average tenure of independent director nominees

Board Diversity and Refreshment

Board’s Diversity Commitment, Advisor, and Definition

Our Board is committed to building a Board with diverse experiences and backgrounds. In 2014, the Board formally adopted its commitment to actively seek women and minority candidates for the pool from which Board candidates are chosen. In connection with our Board refreshment process, the Corporate Governance and Nominating Committee seeks input from the Chief People Officer, who is responsible for Intel’s Global Diversity and Inclusion efforts. Representation of gender, race, ethnic, geographic, cultural, or other diverse perspectives expands the Board’s understanding of the needs and viewpoints of our customers, partners, employees, governments, and other stakeholders worldwide. As part of our ongoing commitment to creating a balanced Board with diverse viewpoints and deep industry expertise, we regularly add new directors to infuse new ideas and fresh perspectives in the boardroom.

Board Refreshment, Composition, and Diversity Partnerships and Candidate Sourcing


Our directors reflect diverse perspectives, including a complementary mix of skills, experience, and backgrounds that we believe are paramount to our ability to represent your interests as stockholders. In the last five years, eight new independent directors have been elected or appointed to the Board, two of whom have been self-identified women. If each director nominee is elected to the Board, after the 2022 Annual Stockholders’ Meeting, 60% of the Board would be diverse based on directors’ self-identified gender, race, ethnicity, and/or nationality. Intel is committed to focusing on Board diversity more broadly through engagement with key partners. In 2018, Intel joined the Thirty Percent Coalition (Coalition), which focuses on strategies to increase female representation on corporate Boards. In 2019, the Coalition added a specific focus on women of color. In 2021, the Governance Committee engaged with two search firms with ties to diverse organizations in order to source more diverse candidate pools. In addition, through our partnerships, we aim to not only increase the available talent for our Board, but to also support increased female Board representation across our industry.
			Board Refreshment Since 2017


			2017 + 3 new independent directors 2018 + 1 new independent director 2019 + 1 new independent director 2020 + 2 new independent directors 2021 + 1 new independent director



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Skills & Experience Mix and Focus Areas Our Board is focused on achieving the right mix of skills, experience, and perspectives to support Intel’s future strategic direction, including its focus on product leadership, open platforms, and manufacturing at scale. For example, we have recently prioritized various forms of industry knowledge and experience in our director recruitment efforts, as reflected by the recent additions of Mr. Goetz, Dr. Goldsmith, Ms. Henry, and Mr. Weisler to our Board. In addition, recognizing the importance of the Board’s role in overseeing human capital risks as Intel has been undergoing a leadership and cultural transformation, over the past few years we have also added directors with human capital management experience, including most recently Mr. Weisler, who also brings valued operating and manufacturing experience at a time when manufacturing at scale is one of our strategic priorities.
	Board Diversity
		67% of independent director nominees have self-identified as having gender, racial, ethnic, and/or nationality diversity

Board Evaluations

We are committed to providing transparency about our Board and committee evaluation process. The Chair of our Corporate Governance and Nominating Committee, collaborating with the Board Chair or Lead Director, is responsible for managing the annual process for evaluating the Board, its committees, and the individual directors.

Process for 2021. From time to time, the Board utilizes the assistance of a third-party facilitator in the evaluation process. This year, the Chair of our Corporate Governance and Nominating Committee worked with a third-party law firm (outside counsel) to conduct the evaluation. Working together, the Chair of the Corporate Governance and Nominating Committee and the outside counsel developed proposed focus areas and questions to assess and improve the Board’s performance.

The Chair of the Corporate Governance and Nominating Committee, working with outside counsel, conducted interviews with each director to solicit feedback on the performance of the Board, its committees, and individual directors. This feedback was summarized and anonymized by outside counsel and reported out to the Board and committees. The Chair of the Corporate Governance and Nominating Committee held discussions with individual directors as appropriate.

Selected focus areas for 2021. Some of the topics discussed in this year’s evaluation concerned:

▪the flow and organization of Board and committee meetings,

▪whether the directors have the right time allocations and priorities on Board and committee topics,

▪whether there are particular skills sets and vantage points that the company is lacking on the Board or in committees, and

▪soliciting constructive feedback as to:

▪whether all of the directors are contributing and adding value, and

▪the performance of the Board and committee Chairs.

How the Board incorporates feedback. The annual evaluation process provides the Board with valuable insight regarding areas where the Board believes it functions effectively and, more importantly, areas where the Board believes it can improve. For example, input generated by Board members in recent years has focused, among other things, on adding a mix of industry experience, which has encouraged and informed our recent Board refreshment efforts.


			2021			Dr. Andrea J. Goldsmith, Dean of Engineering and Applied Science at Princeton, a member of the US President’s Council of Advisors on Science and Technology who could bring additional valued government affairs and policy experience, an advocate for increased diversity in STEM, and a leading expert in wireless networking technology, joined the Board.
			2020			Alyssa H. Henry, Square Lead and Block Infrastructure & Information Security Lead for Block Inc. (formerly, Square Inc.) with expertise in emerging technologies and business models, joined the Board. Ms. Henry was a former executive at Amazon Web Services Storage Services (AWS), for whom Intel has historically provided cloud computing services. AWS has also committed to be one of the first customers of Intel Foundry Services.
			2020			Dion J. Weisler, the former President and CEO of HP, Inc., one of Intel’s three largest customers, also joined the Board. His operating, manufacturing, emerging technologies, business development, human capital and extensive industry experience spanning client, cloud, and network computing have been very valuable as Intel has undertaken recent leadership and organizational transformations and strategic initiatives such as IDM 2.0.



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Corporate Governance Matters

Board Leadership Structure


We separate the roles of Board Chair and CEO to aid in the Board’s oversight of management. This policy is embodied in the Board’s published Corporate Governance Guidelines, and has been in effect since the company began operations. At times, the Board Chair has been a former executive of the company and has served as a full-time executive officer, as was the case with Mr. Andy Bryant, who served as Executive Chair from 2012 until January 2020. At other times, an independent director has served as non-executive Board Chair, as is the case with our current Chair of the Board, Dr. Ishrak. The Board believes that there are advantages to having an independent Board Chair, including by helping to facilitate relations between the Board, the CEO, and other senior management; assist the Board in reaching consensus on particular strategies and policies; foster robust evaluation processes; and by efficiently allocating oversight responsibilities between the independent directors and management.						Omar Ishrak Chair of the Board

						Patrick P. Gelsinger Chief Executive Officer

Board Chair Responsibilities

Our CEO has primary responsibility for the operational leadership and strategic direction of Intel, while our Board Chair facilitates our Board’s oversight of management, promotes communication between management and our Board, engages with stockholders, and leads our Board’s consideration of key governance matters. As non-executive Board Chair, Dr. Ishrak’s responsibilities include:

▪presiding over all meetings of the Board;

▪developing the schedule and agenda for Board meetings in consultation with the CEO, Corporate Secretary, and other members of the Board;

▪assessing the quality, quantity, and timeliness of the information submitted by the company’s management that is necessary or appropriate for the non-employee directors to effectively and responsibly perform their duties;

▪calling and presiding over meetings of the independent directors;

▪working with the Corporate Governance and Nominating Committee to evaluate potential director candidates, determine the membership of the various Board committees, and select committee chairs;

▪collaborating with the Corporate Governance and Nominating Committee in fulfilling its responsibility to manage the Board’s process for annual director self-assessment and evaluation of the Board and its committees;

▪evaluating the performance of the CEO and overseeing CEO succession planning;

▪serving as principal liaison between the Board and the CEO;

▪presiding over all meetings of stockholders; and

▪serving as the Board’s liaison for consultation and direct communication with stockholders.

The independent directors periodically assess the Board’s leadership structure and will continue to evaluate and implement the leadership structure that they conclude most effectively supports the Board in fulfilling its responsibilities.



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The Board’s Role in Risk Oversight at Intel

An important function of the Board is oversight of risk management at Intel. Risk is inherent in business, and the Board’s oversight, assessment, and decisions regarding risks occur in the context of and in conjunction with the other activities of the Board and its committees.

Defining Risk

The Board and management consider “risk” to be the possibility that an undesired event could occur that might adversely affect the achievement of our objectives. Risks vary in many ways, including the ability of the company to anticipate and understand the risk, the types of adverse impacts that could result if the undesired event occurs, the likelihood that an undesired event and a particular adverse impact would occur, and the ability of the company to control the risk and the potential adverse impacts. Examples of the types of risks faced by Intel include:

▪macro-economic risks, such as inflation, deflation, reductions in economic growth, or recession;

▪political risks;

▪event risks, such as natural disasters, public health crises, or cybersecurity incidents; and

▪business-specific risks related to strategy and competition, product demand, global operations, products and manufacturing, cybersecurity and privacy, intellectual property protection and theft, litigation and regulatory compliance, corporate responsibility and sustainability (including climate risk), human capital risks, and corporate governance risks.

Not all risks can be dealt with in the same way. Some risks may be readily perceived and controllable, while other risks are unknown; some risks can be avoided or mitigated by particular behavior, and some risks are unavoidable as a practical matter. In some cases, a decision may be made that a higher degree of risk may be acceptable because of a greater perceived potential for reward. Intel seeks to align its voluntary risk-taking with company strategy, and Intel understands that its projects and processes may enhance the company’s business interests by encouraging innovation and appropriate levels of risk-taking.



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Risk Assessment Responsibilities and Processes

The full Board has primary responsibility for risk oversight. The Board executes its oversight duties through:

▪Assigning specific oversight duties to the Board committees

▪Periodic briefing and informational sessions by management on:

▪The types of risks the company faces

▪Enterprise risk management: risk identification, mitigation, and control

For most enterprise risk management issues, such as cybersecurity risks, the Board receives regular and detailed reports from management or the appropriate Board committee regarding its review of the issues. In some cases, such as risks regarding new technology and product acceptance, risk oversight is addressed as part of the full Board’s regular oversight of strategic planning.

Audit & Finance Committee

Compensation Committee

Corporate Governance and Nominating Committee

▪Oversees issues related to financial reporting, internal controls, audit functions, and major financial, product security, and cybersecurity risk exposures, and management’s annual enterprise risk management assessment

▪Oversees issues related to financial risk management, including the company’s risk tolerance in cash-management investments

▪Oversees management of risks related to the company’s compensation programs, including our conclusion that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company, and risks related to human capital management

▪Oversees issues related to risks arising from the company’s environmental, social, and governance practices as well as corporate responsibility and sustainability initiatives and performance

Management is primarily responsible for:

▪Identifying risk and risk controls related to significant business activities

▪Mapping the risks to company strategy

▪Developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward, and the appropriate manner in which to manage risk

With respect to the risk assessment of the company’s compensation programs, management is primarily responsible for:

▪Reviewing all significant compensation programs, focusing on programs with variable payouts

▪Assessing the company’s executive and broad-based compensation and benefits programs to determine whether the programs’ provisions and operation create undesired or unintentional material risk. The risk assessment process:

▪Includes a review of compensation program policies and practices, risk identification and control procedures, the balance of risk to reward, and the significance and risks posed by compensation programs on the company’s overall strategy

▪Takes into account compensation terms and practices that aid in controlling risk, including the compensation mix, payment periods, claw-back provisions, and stock ownership guidelines



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Director Independence and Transactions Considered in Independence Determinations

Director Independence

The Board believes that there should be a substantial majority of independent directors on the Board. The Board’s guidelines for director independence conform to the independence requirements in the published listing requirements of Nasdaq. The Board considers all relevant facts and circumstances in determining independence.

The Board has determined that each non-employee director nominee qualifies as “independent” in accordance with the published listing requirements of Nasdaq. Because Mr. Gelsinger is employed by Intel, he does not qualify as independent. Mr. Swan, who served as a director until February 2021, did not qualify as independent because of his employment by Intel. Mr. Wilson, who served as a director until May 2021, qualified as independent during his service on the Board.

In addition to the Board-level standards for director independence, the directors who serve on the Audit & Finance Committee each satisfy committee-specific independence standards established by the US Securities and Exchange Commission (SEC) and Nasdaq. Similarly, the members of the Compensation Committee each satisfy committee-specific independence standards established by the SEC and Nasdaq.

Transactions Considered in Independence Determinations

In making its subjective determination that each non-employee director is independent, the Board 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 2019 between Intel and entities associated with the independent directors or members of their immediate families. 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. Based on this review, as required by the Nasdaq rules, the Board made a subjective determination 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. The Board’s independence determinations took into account the following transactions:

Business Relationships

Each of our non-employee directors (or one of his or her immediate family members) is, or was during the previous three fiscal years, a non-management director, trustee, advisor, or executive or served in a similar position at another entity that did business with Intel at some time during those years. The business relationships were ordinary course dealings as a supplier or purchaser of goods or services; licensing or research arrangements; facility, engineering, and equipment fees; or commercial paper or similar financing arrangements in which Intel or an affiliate participated as a creditor. Payments to or from each of these entities constituted less than 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; there were no exceptions for the above-referenced time period.

Charitable Contributions

Dr. Goldsmith, Dr. Lavizzo-Mourey, Dr. Liu, Mr. Smith, or one of their immediate family members is serving, or has each served during the previous three fiscal years, as an executive, professor, or other employee for one or more colleges or universities or as a director, executive, or employee of a charitable entity that received matching or other charitable contributions from Intel during those years. Charitable contributions to each of these entities (including matching and discretionary contributions by Intel and the Intel Foundation) constituted less than the greater of $120,000 or 1% of the recipient’s annual revenues in each of the past three years, as discussed below.

▪Dr. Goldsmith is Dean of Engineering and Applied Science and Professor of Engineering at Princeton University. The Intel Foundation contributed less than $31,000 in each of the past three years to match Intel employee charitable contributions, amounting to less than 0.002% of the of Princeton University’s consolidated annual revenue in each of the past three years.

▪Dr. Goldsmith was a Professor of Engineering at Stanford University. The Intel Foundation contributed less than $136,000 in each of the past three years to match Intel employee charitable contributions, amounting to less than 0.0003% of Stanford University’s consolidated annual revenue in each of the past three years.

▪Dr. Lavizzo-Mourey retired in January 2021 after serving as the Robert Wood Johnson Foundation PIK Professor of Population Health and Health Equity at the University of Pennsylvania. The Intel Foundation contributed less than $15,000 in each of the past three years to match Intel employee charitable contributions to the University of Pennsylvania, amounting to less than 0.0002% of the University of Pennsylvania’s consolidated annual revenue for each of the past three years.

▪Dr. Lavizzo-Mourey is a member of the Board of Regents of the Smithsonian Institution. The Intel Foundation contributed less than $9,400 in each of the past three years to match Intel employee charitable contributions to the Smithsonian Institution, amounting to less than 0.02% of the Smithsonian Institution’s consolidated annual revenue for each of the past three years, and in 2019, Intel entered into a sponsorship agreement with the Smithsonian Institution, amounting to less than 0.8% of the Smithsonian Institution’s consolidated annual revenue for 2019.

▪Dr. Liu is Dean and Roy W. Carlson Professor of Engineering in the College of Engineering at UC Berkeley. The Intel Foundation contributed less than $42,500 in each of the past three years to match Intel employee charitable contributions to UC Berkeley, amounting to less than 0.003% of UC Berkeley’s consolidated annual revenue for each of the past three years.

▪Mr. Smith is a member of the Board of Directors and Finance Committee of Northwestern Memorial Healthcare, a non-profit healthcare organization. The Intel Foundation contributed less than $6,000 in each of the past three years to match Intel employee charitable contributions to Northwestern Memorial Healthcare, amounting to less than 0.0002% of Northwestern Memorial Healthcare’s consolidated annual revenue for each of the past three years.



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Corporate Governance Guidelines

Intel has long maintained a set of Corporate Governance Guidelines. The Corporate Governance and Nominating Committee reviews the guidelines periodically and recommends amendments to the Board as appropriate. The Board oversees administration and interpretation of, and compliance with, the guidelines and may amend, waive, suspend, or repeal any of the guidelines at any time, with or without public notice subject to legal requirements, as it determines necessary or appropriate in the exercise of the Board’s judgment in its role as fiduciary.

These guidelines, which investors may find on our website at www.intel.com/governance, along with our other corporate governance practices, compare favorably under the Investor Stewardship Group’s (ISG) Corporate Governance Framework for US Listed Companies, as shown in the table below.



Principle 1 Boards are accountable to stockholders ▪All directors are elected annually ▪Majority voting in uncontested director elections ▪Directors not receiving majority support tender resignation to Board for consideration ▪No poison pill ▪Proxy access with market terms (3% for three years, up to 20% of the Board) ▪Annual Board Chair’s letter in proxy statement describes Board’s activities over the past year			Principle 2 Stockholders should be entitled to voting rights in proportion to their economic interest ▪No dual-class share structure ▪Each stockholder is entitled to one vote per share


Principle 3 Boards should be responsive to stockholders and be proactive in order to understand their perspectives ▪Proactive year-round investor engagement, including participation of the Chair of the Board and Compensation Committee Chair with investors owning 30% of shares outstanding in 2021 ▪Engagement topics included strategy, leadership transformation, executive compensation, corporate governance, and ESG matters ▪The Board has made a number of changes in response to investor feedback that are detailed in “Investor Engagement”			Principle 4 Boards should have a strong, independent leadership structure ▪Independent Board Chair, separate from CEO ▪Board considers appropriateness of its leadership structure at least annually ▪Independent committee chairs ▪Independent directors meet in executive session at least three times per year


Principle 5 Boards should adopt structures and practices that enhance their effectiveness ▪90% of director nominees are independent ▪30% of director nominees are self-identified as racially/ethnically diverse, 30% are self-identified as gender diverse, 30% have self-identified diverse nationalities, and we have a policy of seeking out women and minority candidates, as well as candidates with diverse backgrounds, experiences, and skills, as part of each Board search ▪Annual Board and committee self-evaluations, including self- and peer assessments, facilitated by an external third party in 2021 ▪Active Board refreshment, with eight new independent directors joining since 2017, and seek to cap average director tenure at 10 years ▪Limits on outside Boards, with no director permitted to serve on more than four public company Boards (including Intel) ▪No restrictions on directors’ access to management or employees ▪No independent director is expected to stand for re-election after age 75 without prior Board approval			Principle 6 Boards should develop management incentive structures that are aligned with the long-term strategy of the company ▪Compensation Committee annually reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies ▪Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives



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Director Attendance
The Board held six regularly scheduled meetings and one special meeting in 2021. As shown in “Board Committees” below, standing committees of the Board collectively held a total of 44 meetings during 2021, with each committee holding a number of regularly scheduled and special meetings. We expect each director to attend every meeting of the Board and the committees on which the director serves. Each director attended at least 75% of the meetings of the Board and each committee on which the director served in 2021 (held during the period in which the director served), and on average directors attended 98% of their respective Board and committee meetings. The Board’s policy is that directors should endeavor to attend the annual stockholders’ meeting, and all nine of the then-incumbent directors attended the 2021 Annual Stockholders’ Meeting.
						98% Average attendance of directors as a group at Board and committee meetings during 2021

Board Responsibilities and Committees

Board Responsibilities

The Board oversees, counsels, and directs management in the long-term interests of the company and our stockholders. The Board’s responsibilities include:

▪overseeing the conduct of our business and the assessment of our business and other enterprise risks to evaluate whether the business is being properly managed;

▪planning for CEO succession and monitoring management’s succession planning for other senior executives;

▪reviewing and approving our major financial objectives, strategy, operating plans, and other significant actions;

▪selecting the CEO, evaluating CEO performance, and determining the compensation of the CEO and other executive officers; and

▪overseeing our processes for maintaining the integrity of our financial statements and other public disclosures, and our compliance with law and ethics.

The Board and its committees met throughout the year on a set schedule, held special meetings, and acted by written consent from time to time as necessary. At each regular Board meeting, time is reserved for the independent directors to meet in executive session without the CEO present. Officers regularly attend Board meetings to present information on our business and strategy, and Board members have access to our employees outside of Board meetings. Board members are encouraged to make site visits on a worldwide basis to meet with local management; to attend Intel industry, analyst, and other major events; and to accept invitations to attend and speak at internal Intel meetings. In 2021, due to COVID-19 restrictions, the Board and management prioritized the meetings and held all of the regularly-scheduled Board and committee meetings in person in a COVID-safe environment and in compliance with applicable health agency recommendations.

Strategy Oversight

The Board actively oversees Intel’s long-term business strategy and strategic priorities and is actively engaged in ensuring that Intel’s leadership and culture reflect its longstanding commitment to those subjects. The Board is continuously engaged with management on these topics. For example, since early 2021, and over the course of the remainder of the year, the Board has worked closely with our new CEO in developing, announcing, and then starting to monitor the execution of “IDM 2.0”—Intel’s new strategy for innovation and product leadership—and related process technology and process leadership goals. In addition, each year, the Board:




Holds a two-day board meeting focused on strategy, including presentations from, and engagement with, many senior executives across the company	Routinely engages with senior management on critical business matters that tie to the company’s strategic priorities	Periodically travels to key facilities to meet with local management and obtain a firsthand look at the company’s operations	Regularly meets with the next generation of leadership to ensure the pipeline remains robust, diverse, and inclusive



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Succession Planning and Human Capital Management Oversight

As reflected in our Corporate Governance Guidelines, the Board’s primary responsibilities include planning for CEO succession and monitoring management’s succession planning for other senior executives. The Board’s goal is to have a long-term program for effective senior leadership development and succession, as well as short-term contingency plans for emergency and ordinary course contingencies. The program plays an important role in the company’s success.

The Compensation Committee reviews succession planning and management development topics with the Board at least annually. The Board and the Compensation Committee work with our CEO and our Chief People Officer to plan for succession. The Board has an opportunity to meet regularly with executives at many levels across the company through formal presentations at Board meetings and informal events throughout the year. The topic is discussed regularly in Board and/or Compensation Committee executive sessions. The Compensation Committee is also regularly updated throughout the year on key talent indicators for the overall workforce.

For more information regarding our Leadership Transformation decisions, please see “Compensation Discussion and Analysis; Executive Summary; Leadership Transformation” on page 67.

In addition, the Board is actively engaged in overseeing Intel’s human capital management policies and programs through the Compensation Committee, including assessing whether Intel’s culture reflects its longstanding commitment to responsibility, inclusivity, and sustainability.

Corporate Responsibility/ESG Oversight

Corporate responsibility and ESG matters play an important role at Intel, and the Board is actively involved in overseeing our corporate responsibility initiatives. A number of directors have expertise on key ESG issues, such as Mr. Smith who oversaw Boeing’s strengthened focus on sustainability, Mr. Weisler who championed diversity and inclusion as well as sustainability and corporate responsibility while leading HP, Dr. Lavizzo-Mourey who has focused on companies’ efforts to promote social good in the form of public health through her work at the Robert Wood Johnson Foundation, and Dr. Goldsmith who has been active in promoting diversity and inclusion in the field of electrical engineering.



Independent Board Oversight of ESG The Board has given the ▪Corporate Governance and Nominating (CGN) Committee the primary responsibility for oversight of ESG issues at Intel, with additional topics also reviewed by other committees ▪Compensation Committee the responsibility for oversight of human capital issues, and ▪Audit & Finance Committee the responsibility for oversight of our ethics and compliance program.

Management provides formal updates to the CGN Committee at least twice each year and at least annually to the full Board on the company’s ESG performance and disclosure. In 2021, this included a review of the annual Corporate Responsibility Report and updates on issues including environmental sustainability, climate risk, human capital, human rights, political accountability, and investor outreach and feedback.

Board Committees

The Board assigns responsibilities and delegates authority to its committees, and the committees regularly report on their activities and actions to the full Board. As of the end of 2021, the Board had four standing committees: Audit & Finance, Compensation, Corporate Governance and Nominating, and M&A. In order to further enhance the Board’s efficiency and productivity, and to provide for more focused oversight of the company’s activities in areas that are critical to the company’s strategic priorities, on March 10, 2021, the Board restructured its committees to eliminate the Executive Committee (which held no committee meetings in 2021), combine the Finance and Audit Committees into the Audit & Finance Committee, and create a new M&A Committee. Each committee has the authority to engage outside experts, advisors, and counsel to assist the committee in its work.

Each committee has a written charter approved by the Board. We post each charter in the Corporate Governance section of our website at www.intc.com/board-and-governance.

As discussed above, the Board has determined that each member of the Audit & Finance, Compensation, and Corporate Governance and Nominating Committees is an independent director in accordance with Nasdaq standards, as is each member of the M&A Committee.



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Audit & Finance Committee

Membership as of March 12, 2022

Gregory D.

Smith* 1, 2

(Chair)

Dr. Risa

Lavizzo-Mourey

Dr. Tsu-Jae

King Liu

Frank D.

Yeary* 1

12 committee meetings in 20213

*Board determined to qualify as “audit committee financial expert” under SEC rules

Primary Responsibilities

▪Assists the Board in its general oversight of our financial reporting, internal controls, and audit functions

▪Appoints and retains our independent registered public accounting firm, managing its compensation, and overseeing its work

▪Reviews and discusses with management our major financial, product security, and cybersecurity risk exposures and the steps management has taken to monitor and control such exposures; and our annual enterprise risk management assessment

▪Receives periodic reports from the Company’s Chief Compliance Officer, no less than annually, on the operation and effectiveness of our corporate compliance program

▪Oversees compliance with our Code of Conduct

▪Assists the Board in its oversight of global treasury activities; derivatives transactions; financial risk management; off-balance sheet arrangements; capital structure and capital allocation strategy; financing requirements; capital expenditures; dividends; stock repurchase authorizations; investor relations activities; global tax strategy and tax planning; insurance and self-insurance programs; and retirement plans

▪Annually reviews and approves on behalf of the company and its subsidiaries the company’s decisions to enter into swaps that are exempt from mandatory exchange execution and clearing pursuant to the Commodity Exchange Act “end-user” and “treasury affiliate” exceptions

Member Qualifications and Independence

The Board has determined that each Audit & Finance Committee member is sufficiently proficient in reading and understanding the company’s financial statements to serve on the Audit & Finance Committee and independent as defined by the Exchange Act, the SEC’s rules, and the published listing standards of Nasdaq.

Recent Committee Focus Areas

During the past year, the Audit & Finance Committee’s oversight focused on, among other things,

▪key financial reporting and disclosure matters,

▪critical accounting estimates,

▪treasury matters,

▪capital structure and capital allocation strategy,

▪ethical and legal compliance,

▪internal audits,

▪tax and litigation matters,

▪antitrust compliance, and

▪enterprise risk management, including cybersecurity and product security.

Additional Information

The responsibilities and activities of the Audit & Finance Committee are described in detail in “Report of the Audit & Finance Committee” on page 62 in this proxy statement and the Audit & Finance Committee’s charter (available at www.intc.com/board-and-governance/ governance-documents).

3 Of the 12 combined Audit & Finance Committee meetings held in 2021, nine occurred after the reformulation of the two separate committees into one committee and three Audit Committee meetings occurred before the reformulation (in addition to two Finance Committee meetings not included in the combined total).



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Compensation Committee

Membership as of March 12, 2022

Dion J.

Weisler 1, 2, 3, 4

(Chair)

Alyssa H.

Henry 1, 2, 3

Dr. Omar

Ishrak 1, 2, 3, 4

Dr. Risa

Lavizzo-Mourey 1, 4

10 committee meetings in 2021

Primary Responsibilities

▪Reviews, recommends, and approves salaries, bonuses, and other matters related to the compensation of our executive officers

▪Reviews and approves the performance measures and goals for our executive officers

▪Reviews and grants equity awards to our executive officers

▪Reviews and determines other compensation policies, handles many compensation-related matters, and makes recommendations to the Board and to management on employee compensation and benefit plans

▪Administers Intel’s equity incentive plans

▪Reviews input, analysis, and advice from its independent executive compensation consultant regarding Intel’s executive compensation philosophy, peer groups, pay positioning (by pay component and in total) relative to peer companies, compensation design, equity usage and allocation, and risk assessment under Intel’s compensation programs

▪Reviews Intel’s programs and practices related to executive workforce diversity and the administration of executive compensation programs in a non-discriminatory manner

▪Oversees the company’s strategies, initiatives, and programs with respect to the company’s culture; talent recruitment, development and retention; employee engagement, diversity, and inclusion; and management development and succession planning for the company’s CEO and selected senior leaders

Member Independence

The Board has determined that each Compensation Committee member is independent as defined by the Exchange Act, the SEC’s rules, and the published listing standards of Nasdaq, and a “non-employee director” as defined in the SEC rules.

Recent Committee Focus Areas

During the past year, the Compensation Committee’s oversight focused on, among other things,

▪compensation program strategy and design, including:

▪aligning annual and long-term variable pay plans to the new go-forward strategy

▪confirming peer groups and market data to reflect highly competitive market for talent

▪pay-for-performance components of compensation plans to reinforce a results-driven culture

▪adding additional transparency on measures to address investor feedback

▪human capital plans to deliver talent required for the long-range plan, including:

▪organization human capital plans

▪recruitment and retention strategies

▪culture and values revitalization

▪COVID-19 pandemic response, including:

▪closely monitoring the company’s efforts to protect the health and well-being of its 121,100 employees around the world

▪how to deal with new variants and vaccine mandates

▪succession planning and leadership development.

The Compensation Committee is responsible for determining compensation for Intel executives (including our CEO). The Compensation Committee can designate one or more of its members to perform duties on its behalf, subject to reporting to or ratification by the Compensation Committee, and can delegate to other Board members, or an officer or officers of the company, the authority to review and grant stock-based compensation for employees who are not executive officers.

Additional Information

Information with respect to the use of compensation consultants and the Compensation Committee’s process for determining executive compensation are described in “Compensation Discussion and Analysis” on page 66, “Report of the Compensation Committee” on page 95, and “Executive Compensation” on page 96, in this proxy statement, and the Compensation Committee’s charter (available at www.intc.com/board-and-governance/ governance-documents).



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Corporate Governance and Nominating Committee

Membership as of March 12, 2022

Dr. Risa

Lavizzo-Mourey

(Chair) 1, 2, 3

James J.

Goetz 1, 3

Dr. Omar

Ishrak 1, 3

Frank D.

Yeary 3

14 committee meetings in 2021

Primary Responsibilities

▪Identifies, evaluates, and recruits individuals to become Board members

▪Reviews matters of corporate governance, director independence, corporate responsibility and sustainability performance, such as environmental, sustainability, climate risk, human capital, political activities and expenditures, and stakeholder issues, and periodically reports on these matters to the Board

▪Periodically reviews and assesses the effectiveness of the Board’s Corporate Governance Guidelines, recommends to the Board proposed revisions to the Guidelines and committee charters, and reviews the poison pill policy

▪Makes recommendations to the Board regarding the size and composition of the Board and its committees

▪Reviews stockholder proposals and recommends actions on such proposals

▪Reviews and makes recommendations to the Board on compensation for our non-employee directors

▪Periodically reviews and assesses our stockholder engagement process, and reviews and reports stockholder feedback to the Board and works with the Board and management to address

▪Manages the annual process of evaluating the Board, its committees, and the individual directors, in coordination with the Board Chair

Member Independence

The Board has determined that each Corporate Governance and Nominating Committee member is independent as defined by the published listing standards of Nasdaq.

Recent Committee Focus Areas

During the past year, the Corporate Governance and Nominating Committee’s oversight focused on, among other things,

▪Board composition and disclosure,

▪director recruitment,

▪Intel’s Corporate Responsibility Report and trends (including environmental sustainability, climate risk, human capital, human rights issues, and political accountability),

▪non-employee director compensation,

▪Board, committee, and individual director performance,

▪political contributions, and

▪investor outreach and feedback.

Additional Information

The responsibilities and activities of the Corporate Governance and Nominating Committee are described in more detail in “Director Nomination Process” on page 23, “Board Evaluations” on page 28, and “Corporate Responsibility/ESG Oversight” on page 35 in this proxy statement and the Corporate Governance and Nominating Committee’s charter (available at www.intc.com/board-and-governance/ governance-documents).



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M&A Committee

Membership as of March 12, 2022

Frank D.

Yeary 2, 5, 6

(Chair)

James J.

Goetz 1, 3, 5, 6

Alyssa H.

Henry 1, 3, 5

Dion J.

Weisler 1, 2, 3, 4, 5, 6

6 committee meetings in 2021

Primary Responsibilities

▪Reviews and provides guidance to management and the Board on the company’s M&A and venture investment strategies as they relate to the company’s overall corporate strategy

▪Reviews, assesses, and approves in accordance with the investments, acquisitions, and divestitures (IAD) resolutions adopted by the Board, certain mergers, acquisitions, divestitures, joint ventures, and other strategic investments

▪Reviews, assesses, and makes recommendations to the Board, with management, with respect to transactions requiring full Board approval pursuant to the IAD resolutions

▪Reviews and evaluates at least annually the performance, including strategic, financial, operational, and integration of the company’s completed transactions

▪Provides to the full Board on a regular basis a report on the committee’s activities

Member Independence

The Board has determined that each M&A Committee member is independent as defined by the published listing standards of Nasdaq.

Additional Information

The responsibilities and activities of the M&A Committee are described in more detail in the M&A Committee’s charter (available at www.intc.com/board-and-governance/ governance-documents).

Key Qualifications

Senior Leadership

Financial Expertise

Sales, Marketing, and Brand Management

Cybersecurity/ Information Security

Global/International

Human Capital

Emerging Technologies and Business Models

Government, Legal, and Regulatory

Industry and IT/ Technical

Operating and Manufacturing

Business Development and M&A

Public Company Board

Advisory Committees

Three new advisory committees were also created in 2021—the Architecture Advisory Committee, the Government Affairs Advisory Committee, and the Technology Advisory Committee, each of which is chaired by a Board member and includes outside experts to provide a strong “outside-in” perspective to the Board and management in key strategic areas.

Architecture Advisory Committee. The committee provides strategic guidance and advice to management and the Board on architectural strategies, designs, choices, and decisions; developments that may affect the architecture ecosystem; and emerging technologies. The committee is chaired by Patrick Gelsinger.

Government Affairs Advisory Committee. The committee provides advice, guidance, counsel, and expertise to management and the Board with respect to worldwide governmental affairs strategies, initiatives, programs, trends, developments, partnerships, alliances, and relationships that will both protect and drive the growth of the company’s business. The committee is chaired by Gregory Smith.

Technology Advisory Committee. The committee helps identify, evaluate, and monitor important trends in process technology development, including design enablement and packaging technology development. The committee is chaired by Dr. Tsu-Jae King Liu.



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Stockholder Engagement

Our relationship with our stockholders is an important part of our company’s success and we have a long tradition of engaging with our stockholders and obtaining their perspectives. During 2021, we continued our extensive outreach efforts, and our integrated outreach team led by our Investor Relations group, Human Resources, Corporate Responsibility office, and Corporate Secretary office, met to discuss a wide variety of issues with stockholders representing an aggregate of 37% of our outstanding shares and our Board Chair and/or Compensation Committee Chair with our integrated outreach team engaged with stockholders representing an aggregate of 30% of our outstanding shares. We believe that our approach to engaging openly with our stockholders on topics such as strategy, corporate governance, executive compensation, and corporate responsibility drives increased corporate accountability, improves decision making, and ultimately creates long-term value. We are committed to:

▪Accountability. Drive and support leading corporate governance and Board practices to promote oversight, accountability, and good decision making.

▪Transparency. Maintain high levels of transparency on a range of financial, governance, and corporate responsibility issues to build trust and sustain two-way dialogue that supports our business success.

▪Engagement. Proactively engage with stockholders and stakeholder groups in dialogue on a range of topics to identify emerging trends and issues to inform our thinking and approach.

In addition to our regular integrated outreach team engagements, we hold a series of meetings every year with many of our institutional stockholders focused on environmental, social, and governance performance and disclosure. We pursue multiple avenues for stockholder engagement, including video and teleconference meetings with our stockholders, participating at various conferences, and issuing periodic reports on our activities. Through these activities, we discuss and receive input, provide additional information, and address questions on our corporate strategy, executive compensation programs, corporate governance, and other topics of interest to our stockholders, such as our corporate responsibility activities discussed below. These engagement efforts with our stockholders allow us to better understand our stockholders’ priorities and perspectives, and provide us with useful input concerning our corporate strategy and our compensation and corporate governance practices. We actively engage with our stockholders on a year-round basis and integrate the information we learn through these activities into our governance calendar, as reflected below.

Stockholder Engagement Cycle

Summer

Fall

Winter

Spring

Annual Stockholders’ Meeting

Review annual meeting results to determine appropriate next steps, and prioritize post annual meeting stockholder engagement focus areas

Hold post-annual meeting stockholder meetings to solicit feedback and report to the Board, Compensation Committee, and Corporate Governance and Nominating Committee

Incorporate input from stockholder meetings into annual meeting planning and enhance governance and compensation practices and disclosures when warranted

Conduct pre-annual meeting stockholder meetings to answer questions and understand stockholder views on proxy matters



The feedback we receive from stockholders and stakeholder groups through these activities is communicated to the Corporate Governance and Nominating Committee (CGN) and the Compensation Committee on a regular basis throughout the year, and to our full Board once a year. After careful review, our CGN recommends to the Board whether enhancements to our company’s policies and practices are required to meet stockholder expectations relating to new issues or emerging trends. Below is a summary of the feedback we received through our 2021 stockholder engagement program and how we responded. 1Intel’s outstanding shares (O/S) calculated as of September 30, 2021			>30
			separate stockholder meetings throughout the year
			70 stockholders contacted for engagement



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What We Heard From Stockholders	Our Perspective / How We Responded

Board diversity, refreshment & tenure: interest in seeing additional information around our priorities for Board diversity, refreshment, and tenure		Over the past year, we continued our Board refreshment process by adding Dr. Goldsmith to the Board, joining Ms. Henry and Messrs. Goetz and Weisler as the fourth independent director to join our Board since 2019, each of whom brings valuable industry and other experience aligned with our strategic transformation
		Enhanced our proxy statement disclosure regarding the diverse backgrounds and experiences of our newest directors and Board (see “Overview of the Board,” “Skills & Experience Mix and Focus Areas,” and “Board Evaluations” on pages 11, 28, 28)
		In 2014, we formally adopted a policy of seeking out diverse candidates in the pool as part of each Board search to promote diversity and remain committed to maintaining gender, ethnic, geographic, cultural, and other diverse perspectives on our Board — this year, 30% of director nominees are self-identified racially/ethnically diverse and 30% have self-identified nationality diversity
		In 2018, Intel joined the Thirty Percent Coalition, which focuses on strategies to increase female corporate Board representation, and since 2019, includes a specific emphasis on women of color — this year, 30% of our director nominees are self-identified women
		This year, we improved the presentation of our disclosure around the process for identifying and evaluating potential director candidates, including our commitment to seeking out diverse candidates, the composition of our current Board, the different forms of diversity on our Board, and director tenure and refreshment (see “Director Nomination Process” and “Board Diversity and Refreshment” and “Director Tenure” on pages 23, 27, 27)
		In 2021, the CGN engaged with two search firms with ties to diverse organizations in order to source a more diverse candidate pool (see “Use of Search Firms and Commitment to Diverse Candidates” on page 23)
		In 2021, we augmented our annual board self-evaluation process, which plays a vital role in our refreshment and diversity efforts, to include a third-party facilitator (see “Board Evaluations” on page 28)

Strategy oversight: interest in understanding the Board’s role in strategic transformation		We have bolstered our disclosure regarding the Board’s involvement in, and monitoring of, Intel’s strategic planning, including the Board’s key focus areas (see “Letter From Your Board Chair” and “Strategy Oversight” on pages 2, 34)

Auditor engagement: in light of length of Ernst & Young, LLP’s (EY) tenure, interest in learning more about how and why EY was selected as Intel’s auditor		We have increased our disclosure regarding the Audit & Finance Committee’s process for evaluating, and decision to engage, EY as Intel’s independent registered public accounting firm (see “Factors Considered in Deciding to Re-engage EY” on page 60)

Succession planning & human capital management: given the number of recent leadership changes, interest in learning more about the Board’s role in succession planning and human capital management		We have added new disclosure to the proxy statement describing the Board’s role in overseeing our succession planning and human capital management programs (see “Succession Planning and Human Capital Management Oversight” on page 35)
		We have provided additional information about the selection of our new CEO and other new leaders and how their selection aligns with our strategic transformation (see “Letter From Your Board Chair,” “Leadership Transformation,” and “Other Leadership Changes” on pages 2, 67, 73)

Environmental & social (E&S) oversight: interest in better understanding the Board’s role in overseeing our E&S practices		We are continuing our work in evaluating emerging issues related to technology and evolving the appropriate management and oversight processes
		Based on investor feedback, we have provided enhanced disclosure regarding the Board’s role in oversight of E&S issues, and we have provided further detail about our 2030 RISE strategy and goals, including our climate change strategy and human capital management topics such as diversity, inclusion, and social equity (see “Corporate Responsibility/ ESG” on page 43)



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What We Heard From Stockholders	Our Perspective / How We Responded

Integration of E&S metrics and goals into compensation programs: interest in learning more about how we integrate environmental and social metrics into our compensation programs		We are committed to corporate responsibility and sustainability and, as part of that commitment, since 2008 we have linked a portion of employee and executive pay to E&S metrics and goals
		For 2021, we provided additional information about how E&S goals and metrics have been integrated into our executive compensation programs, including explaining how these goals factor into compensation decisions and identifying the ESG goals we use for our executives (see “Annual Cash Incentive Compensation” on page 84)



For a detailed discussion of additional specific feedback we received on our executive compensation programs, see “Compensation Discussion and Analysis; Executive Summary; Stockholder Engagement and the 2021 ‘Say on Pay’ Vote” on page 74

Communications from Stockholders to Directors

The Board recommends that stockholders initiate communications with the Board, the Chair of the Board, or any Board committee by writing to our Corporate Secretary. You can find the address in the “Other Matters” section of this proxy statement. This process assists the Board in reviewing and responding to stockholder communications. The Board has instructed our Corporate Secretary to review correspondence directed to the Board and, at the Corporate Secretary’s discretion, to forward items that she deems to be appropriate for the Board’s consideration.



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Corporate Responsibility/ESG





			Our continuing commitment to corporate responsibility and sustainability is embedded in our purpose. That commitment—built on a strong foundation of transparency, governance, ethics, and respect for human rights—creates value for Intel and our stockholders by helping us mitigate risks, reduce costs, build brand value, and identify new market opportunities to apply our technology to help address society’s most complex issues. Through our long-term focus on advancing transparency, setting ambitious goals, and integrating corporate responsibility across all aspects of our business, we have driven meaningful results and challenged ourselves to achieve higher levels of performance over time.

We established formal Board-level oversight responsibility for corporate responsibility in 2003 (with different committee level delegation set forth in “Board Responsibilities & Committees - Corporate Responsibility/ESG Oversight” on page 35) and, since 2008, have linked a portion of employee and executive pay to corporate responsibility factors. In 2020, we created our RISE strategy and established our 2030 corporate responsibility goals (2030 goals), through which we aim to leverage our leadership position in the global technology ecosystem to create a more responsible, inclusive, and sustainable world, enabled through our technology and the expertise and passion of our employees. Our RISE strategy and 2030 goals are deeply rooted in our corporate purpose and aligned with our business strategy to enable us to create value for our customers, investors, employees, and other stakeholders over the next decade and beyond. More information on our 2030 goals, including our progress to date, is included in our Corporate Responsibility Report.1

A foundational element of our approach to corporate responsibility is our commitment to transparency, and we regularly evaluate the effectiveness of our reporting on our ESG reporting based on review of external reporting frameworks and direct feedback from our stockholders and other stakeholders. For more information on how our focus on corporate responsibility creates value for Intel and our stockholders, see the “Our Capital” sections on pages 10, 44-52 of this proxy statement and in our 2021 Annual Report on Form 10-K, as well as our most recent Corporate Responsibility Report.1

ESG Reporting

Aligned with external frameworks:

▪TCFD

▪SASB

▪GRI

▪IIRC

▪CDP Climate Change Survey

1 The contents of our Corporate Responsibility Report are referenced for general information only and are not incorporated by reference in this proxy statement.



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Our Capital†

In line with the International Integrated Reporting Council’s six capitals concept, we have outlined how we deploy various forms of capital to execute our strategy in a way that seeks to reflect our corporate values, help our customers succeed, and create value for our stakeholders.



			Financial Capital

Our financial capital allocation strategy focuses on building stockholder value. Our allocation decisions are driven by our priorities to invest in the business, acquire and integrate businesses that complement our strategic objectives, and return cash to stockholders. As we invest in our IDM 2.0 strategy, our allocation priorities will shift more heavily toward investing in the business and away from share repurchases, as we plan our next phase of capacity expansions and the acceleration of our process technology roadmap. We will continue to look for opportunities to further our strategy through acquisitions and intend to maintain our dividend.



Cash from Operating Activities $B

Our Financial Capital Allocation Decisions Are Driven by Three Priorities


			Invest in the Business Our first allocation priority is to invest in R&D and capital spending to capitalize on the opportunity presented by the world’s demand for semiconductors. We expect to increase our R&D investment and our capital investments in support of our IDM 2.0 strategy. Acquire and Integrate Our second allocation priority is to invest in and acquire companies that complement our strategic objectives. We look for acquisitions that supplement and strengthen our capital and R&D investments. Our key acquisitions over the last three years include our 2020 acquisition of Moovit to accelerate Mobileye’s mobility-as-a-service offering and our 2019 acquisition of Habana Labs to strengthen and extend the reach of our AI portfolio. We take action when investments do not strategically align to our key priorities, and subsequent to our fiscal 2021 year-end, we completed the first closing of the divestiture of our NAND memory business. Additionally, in 2020 we completed the divestiture of the majority of Home Gateway Platform, a division of CCG, and in 2019 we divested the majority of our smartphone modem business. Return Cash to Stockholders Our third allocation priority is to return cash to stockholders. We achieve this through our dividend and share repurchase programs. We expect our future stock repurchases to be significantly below our levels from the last few years.
R&D and capital investments $B


Cash to stockholders $B



Recent Developments
While we are in a multi-year period of substantial capital investment into the business that will temper our expected future stock repurchases, we continue to prioritize a healthy and growing dividend in our financial capital allocation strategy.

† This section is reproduced from our 2021 Annual Report on Form 10-K and speaks as of January 27, 2022, except for the “Recent Developments” boxes that we have added to provide more recent information about certain business developments.

1See “Non-GAAP Financial Measures” within MD&A in our 2021 Annual Report on Form 10-K.

22021 capital investments in Memory are not presented due to the divestiture of the NAND memory business announced in October 2020. 2017-2020 capital investments presented include Memory.



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			Intellectual Capital


Research and Development R&D investment is critical to enable us to deliver on our accelerated process technology roadmap, introduce leading products, and develop new businesses and capabilities in the future. We seek to protect our R&D efforts through our IP rights and may augment R&D initiatives by acquiring or investing in companies, entering into R&D agreements, and directly purchasing or licensing technology. Areas Key to Product Leadership Every year we make significant investments in R&D and we have intensified our focus on areas key to product leadership. Our objective with each new generation of products is to improve user experiences and value through advances in performance, power, cost, connectivity, security, form factor, and other features. We also focus on reducing our design complexity, re-using IP, and increasing ecosystem collaboration to improve our efficiency.


			Process and packaging. At our Intel Accelerated event in July 2021, we provided an update on our manufacturing process and packaging technology roadmaps. As part of the update, we also introduced a new naming structure for our manufacturing process nodes, which includes the name changes summarized in “Key Terms.” In addition, we introduced future nodes and discussed future process and packaging technologies on our roadmap. Our updates included the following: ▪We introduced further optimizations to our Intel 7 process node, which is now in production for our 12th Gen Intel Core (Alder Lake) processors. ▪Intel 4 will make use of EUV to print incredibly small features using ultra-short wavelength light. Intel 4 will be used for our future Meteor Lake client processors. ▪Intel 3 will leverage further FinFET optimizations and increased EUV to deliver additional performance-per-watt and area improvements over Intel 4. ▪Intel 20A will follow Intel 3 and will introduce two breakthrough technologies: Ribbon FET and PowerVia. RibbonFET, Intel’s implementation of a gate-all-around transistor, will be our first new transistor architecture since we pioneered FinFET in 2011. The technology is expected to deliver faster transistor switching speeds while achieving the same drive current as multiple fins in a smaller footprint. PowerVia will be our unique industry-first implementation of backside power delivery, optimizing signal transmission by eliminating the need for power routing on the front side of the wafer. ▪Beyond Intel 20A, we are developing our Intel 18A node, with expected refinements to RibbonFET to deliver additional transistor performance improvements. We are also working to define, build, and deploy next-generation High Numerical Aperture EUV in our process technology roadmap. ▪Our future Foveros Omni advanced packaging technology will usher in the next generation of our 3D stacking Foveros technology, enabling us to mix multiple top die tiles with multiple base tiles across mixed fab nodes and giving us greater flexibility for disaggregated chip designs. With our future Foveros Direct technology, we will move to direct copper-to-copper bonding for low-resistance interconnects and blur the boundary between where the wafer ends and the package begins.

			xPU architecture. The future is a diverse mix of scalar, vector, matrix, and spatial architectures deployed in CPU, GPU, accelerator, and FPGA sockets, enabled by a scalable software stack and integrated into systems by advanced packaging technology. We are building processors that span several major computing architectures, moving toward an era of heterogeneous computing.



Recent Developments
In our pursuit to deliver groundbreaking technologies, we have remained a consistent steward of Moore’s Law. As we look to continue to double the number of transistors per device at the cadence demanded by our customers, Moore’s Law will only stop when innovation stops, and our determination to innovate is expected to continue unabated in process, packaging, and architecture. We remain undeterred in our aspiration to deliver approximately one trillion transistors in a single device within approximately the next decade. To accomplish such ambitious goals, we re-architected our business into six business units to capture growth in large traditional markets (e.g., client, data center and AI, and network and edge) and disrupt emerging markets (e.g., foundry, accelerated computing and graphics, and auto and mobility) with new reporting segments that will be presented with our Q1 2022 results.



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			CPU. We started shipping our 3rd Gen Xeon Scalable processors (Ice Lake) with the new Sunny Cove core, built-in AI acceleration, cryptographic acceleration, and advanced security capabilities. We also launched our 12th Gen Intel Core processors (Alder Lake), which will scale from thin and light laptops to enthusiast desktop and notebook platforms. They utilize the new breakthrough Performance-core (Golden Cove) and Efficient-core (Gracemont) microarchitectures and work with Intel® Thread Director for scheduling optimization.

			GPU. We announced Alchemist, our first Intel Arc branded high-performance discrete GPU family of products focused on gaming and content creation, which began shipping to OEMs in Q1 2022. We also powered on Ponte Vecchio, our discrete GPU focused on high-performance computing applications, which delivers leading floating-point operations per second (FLOPS) and compute density to accelerate AI, high-performance computing, and advanced analytics workloads. Ponte Vecchio will be released in 2022 for HPC and AI markets.

			Interconnect. Mount Evans, Intel’s first ASIC IPU, is designed to address the complexity of diverse and dispersed data centers. An IPU is designed to enable cloud and communication service providers to reduce overhead and free up performance for CPUs.

			Matrix Accelerator. Habana Gaudi accelerators are at the forefront of AI solutions for data centers. Amazon Web Services launched the EC2 DL1 instance featuring Habana Gaudi in Amazon Elastic Compute Cloud for training deep learning models.

			Software. Software unleashes the potential of our hardware platforms across all workloads, domains, and architectures. ▪In 2021, oneAPI adoption expanded across the industry. oneAPI enables developers to build cross-architecture applications using a single code base across xPUs that take advantage of unique hardware features and lower software development and maintenance costs. Developers can choose the best architecture for the problem at hand without rewriting their entire code base, accelerating their time to value. ▪We seek to accelerate adoption of oneAPI and Intel software developer tools through diverse ecosystem activities including developer trainings, summits, centers of excellence, and access to Intel hardware and software through a developer cloud. The Intel® DevCloud for oneAPI hosts global users spanning AI, data science, high-performance computing, and media & graphics and other accelerated computing workloads. ▪We believe AI will be ubiquitous, and with our tools and the broad open software ecosystem, we are well-positioned to scale AI. We optimize for the most widely used AI frameworks and libraries, including TensorFlow, Pytorch, Scikit-learn, NumPy, XGBoost, and Spark, with certain optimizations delivering up to 10 to 100 times performance improvements to support end-to-end AI, as well as OpenVINOTM and Intel® oneAPI AI Analytics Toolkits. ▪We seek to continually improve our BIOS and firmware in support of our client, data center, networking, and graphics products, including delivering simplified and cloud-optimized open firmware for data center customers through our Firmware Support Package and Minimum Platform Architecture.



Recent Developments
Our CPU line of products builds on the x86 architecture - the predominant CPU platform for servers, laptops, and desktops - that we invented and own. We continued to grow this ecosystem in 2021 as we started shipping our 3rd Gen Xeon Scalable processors (Ice Lake) to meet the growing and diversifying needs of our datacenter customers and launched our 12th Gen Intel Core processors (Alder Lake), which will scale from thin and light laptops to enthusiast desktop and notebook platforms. We expect this growth to only continue. Our commitment to leadership products starts with what we believe to be the crown jewel of the semiconductor industry: the x86 instruction set. As we work to deliver leadership products in every category in which we compete, our x86 CPUs are expected to be the foundation on which that leadership is built.

IP rights

We own and develop significant IP and related IP rights around the world that support our products, services, R&D, and other activities and assets. Our IP portfolio includes patents, copyrights, trade secrets, trademarks, mask works, and other rights. We actively seek to protect our global IP rights and to deter unauthorized use of our IP and other assets.

We have obtained patents in the US and other countries. Because of the fast pace of innovation and product development, our products are often obsolete before the patents related to them expire, and in some cases may be obsolete before the patents are granted. As we expand our product offerings into new areas, we also seek to extend our patent development efforts to patent such products. In addition to developing patents based on our own R&D efforts, we may purchase or license patents from third parties.



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The software that we distribute, including software embedded in our products, is entitled to copyright and other IP protection. To distinguish our products from our competitors’ products, we have obtained trademarks and trade names for our products, and we maintain cooperative advertising programs with customers to promote our brands and to identify products containing genuine Intel components. We also protect details about our processes, products, and strategies as trade secrets, keeping confidential the information that we believe provides us with a competitive advantage.

Efforts to protect our IP can be difficult, particularly in countries that provide less protection to IP rights and in the absence of harmonized international IP standards. Competitors and others may already have IP rights covering similar products. There is no assurance that we will be able to obtain IP rights covering our own products, or that we will be able to obtain IP licenses from other companies on favorable terms or at all. For a discussion of IP-related risks, see “Risk Factors” within Other Key Information in our 2021 Annual Report on Form 10-K. While our IP rights are important to our success, our business as a whole is not significantly dependent on any single patent, copyright, or other IP right.



			Manufacturing Capital

Inspired by Moore’s Law, a law of economics put forth by our co-founder Gordon Moore more than 50 years ago, we continuously work to advance the design and manufacturing of semiconductors to help address our customers’ greatest challenges. This makes possible the innovation of new products with higher performance while balancing power efficiency, cost, and size. We continue to work across our supply chain to minimize disruptions, improve productivity, and increase overall capacity and output to meet customer expectations. In 2021, our factories performed well in a highly dynamic environment, where we adapted to rapid demand shifts and industry component shortages affecting us and our customers.

Our IDM 2.0 strategy allows us to deliver leadership products through the use of internal and external capacity while leveraging our core strengths for growth via providing foundry services to others. IDM 2.0 combines three factors. First, we will continue to build the majority of our products in Intel fabs. Second, we expect our use of third party foundry capacity to grow and to include manufacturing for a range of modular tiles on advanced process technologies. Third, we intend to build a world-class foundry business with IFS, which will combine leading-edge process and packaging technology, committed capacity in the US and Europe, and a world-class IP portfolio for customers, including x86 cores. During the year we began shipping packaging units for our first IFS customer, Amazon Web Services.


			“In alignment with our IDM 2.0 strategy, we are repositioning Intel for growth by increasing our investment in internal manufacturing, expanding our global capacity for supply chain resiliency, and delivering on world class manufacturing execution.” Keyvan Esfarjani Executive Vice President and General Manager of Manufacturing, Supply Chain, and Operations

			“Process and packaging are at the very heart of Intel’s heritage and are the foundation of everything we build. With the roadmaps we unveiled this year, we plan to accelerate our rate of innovation to reach process performance-per-watt parity by 2024 and leadership by 2025, and to maintain advanced packaging leadership.” Dr. Ann Kelleher Executive Vice President and General Manager of Technology Development

Network and Supply Chain

Our global supply chain supports internal partners across architecture, product design, technology development, manufacturing and operations, sales and marketing, and business units, and our supply ecosystem comprises thousands of suppliers globally. Our mission is to enable product and process leadership, industry-leading total cost of ownership, and uninterrupted supply for our customers. In addition to our own manufacturing capacity, we continue to expand our use of third-party foundries.

The majority of our logic wafer manufacturing is conducted in the US. As of our fiscal 2021 year-end, we had 10 manufacturing sites — six are wafer fabrication and four are assembly/test facilities. The following map shows these factory sites and the countries where we have a significant R&D and/or sales presence. In response to COVID-19, we maintained operational changes and measures to enable a continued safe environment for our employees and operation of our manufacturing sites.

Our manufacturing facilities are primarily used for silicon wafer manufacturing, assembling, and testing of our platform products. We operate in a network of manufacturing facilities integrated as one factory to provide the most flexible supply capacity, allowing us to better analyze our production costs and adapt to changes in capacity needs. Our new process technologies are transferred identically from a central development fab to each manufacturing facility. After transfer, the network of factories and



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the development fab collaborate to continue driving operational improvements. This enables fast ramp of the operation, fast learning, and quality control. We are expanding manufacturing capacity across multiple sites, including Arizona, Ireland, Israel, and Oregon. To accelerate our IDM 2.0 strategy, we announced plans to invest $20 billion to build two new fabs in Arizona, which we broke ground on in September, and we recently announced plans to invest more than $20 billion in the construction of two new leading-edge fabs in Ohio, while actively searching for additional manufacturing locations in Europe. Our plans include utilizing a “smart capital” strategy in which we focus first on aggressively building out fab shells, which are the smaller portion of the overall cost of a fab but have the longest lead time, giving us flexibility in how and when we bring additional capacity and tools online. We also announced approximately $10.5 billion total investment to equip our Rio Rancho, New Mexico, and Malaysia sites for advanced packaging manufacturing.

Note: The Dalian factory, presented above, was sold subsequent to year-end as part of the first closing of the divestiture of our NAND Memory business. See Note 10: Acquisitions and Divestitures in our 2021 Annual Report on Form 10-K.



			Human Capital

Our human capital strategy is grounded in our belief that our people are fundamental to our success. Delivering on our IDM 2.0 strategy and growth ambitions requires attracting, developing, and retaining top talent from across the world. We are committed to creating an inclusive workplace where the world’s best engineers and technologists can fulfill their dreams and create technology that improves the life of every person on the planet. We invest in our highly skilled workforce of 121,100 people through creating practices, programs, and benefits that support the evolving world of work and our employees’ needs.

Fostering a culture of empowerment, inclusion, and accountability is also core to our IDM 2.0 strategy. We are focused on reinvigorating our culture to strengthen our execution and accelerate our cadence of innovation. Our values—customer first, fearless innovation, results driven, one Intel, inclusion, quality, and integrity—inspire us and are key to delivering on our purpose. This year, we added a new value—results driven—as we seek to return to our roots of innovation and execution, making data-driven decisions quickly and setting disciplined goals that drive business results. All employees are responsible for upholding these values, the Intel Code of Conduct, and Intel’s Global Human Rights Principles, which form the foundation of our policies and practices and ethical business culture.


			“At Intel we tackle hard problems, think boldly, and create technology that improves the life of every person on the planet. Our culture unleashes the diverse perspectives, experiences, and potential of our employees to drive innovation and business results for Intel and our customers.” Christy Pambianchi Executive Vice President and Chief People Officer



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Talent Management

The digitization of everything is driving growth and global demand for semiconductors. Combined with the tightening labor market and economic recovery from COVID-19, this has driven a significant increase in competition throughout the industry to attract and retain talent – especially technical talent. In 2021, we intensified our efforts to continue to attract and retain talent, including introducing new employee referral programs, expanding wellness benefits and time off, heightening our focus on revitalizing our culture, and increasing mentoring in our technical community. In 2021, our undesired turnover rate1 was 5.6%, compared to 4.0% in 2020.

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 and provide rotational assignment opportunities. We evolved our performance management system to support our culture evolution and increase our focus on disciplined goal setting and results. Through our annual Employee Experience Surveys and Manager Development Feedback Surveys, employees can voice their perceptions of the company, their managers, their work experience, and learning and development opportunities.

Inclusion


Diversity and inclusion are core to Intel’s values and instrumental to driving innovation and positioning us for growth. Over the past decade, we have taken actions to integrate diversity and inclusion expectations into our culture, performance and management systems, leadership expectations, and annual bonus metrics. We are proud of what we have accomplished to advance diversity and inclusion, but we recognize we still have work to do, including beyond the walls of Intel. We also recognize the additional challenges that COVID-19 has presented to our employees, including women and individuals with disabilities. Our RISE strategy and 2030 goals set our global ambitions for the rest of the decade, including doubling the number of women in senior leadership; doubling the number of underrepresented minorities in US senior leadership; and embedding inclusive leadership practices across our business. Our goals also include increasing the percentage of employees who self-identify as having a disability to 10%; and exceeding 40% representation of women in technical roles, including engineering positions and other roles with technical job requirements. To drive accountability, we continue to link a portion of our executive and employee compensation to diversity and inclusion metrics. We have committed our scale, expertise, and reach through our comprehensive RISE strategy to work with customers and other stakeholders to accelerate the adoption of inclusive business practices across industries. In 2021, we partnered with other technology companies to launch the Alliance for Global Inclusion to create and implement an Inclusion Index with unified goals and metrics. This collective effort will allow the industry to more clearly identify actions needed to						2021 Global Employees by Gender2


						2021 URM3 in the US

advance progress on closing persistent gaps and advancing more inclusive practices in workplaces, industry, and society. We will also continue to collaborate on initiatives that expand the diverse pipeline of talent for our industry, advance social equity, make technology fully inclusive, and expand digital readiness for millions of people around the world.

Compensation and Benefits

We structure pay, benefits, and services to meet the varying needs of our employees. Our total rewards package includes market-competitive pay, broad-based stock grants and bonuses, an employee stock purchase plan, healthcare and retirement benefits, paid time off and family leave, parent reintegration, fertility assistance, flexible work schedules, sabbaticals, and on-site services. Since 2019, we have achieved gender pay equity globally and we continue to maintain race/ethnicity pay equity in the US. We achieve pay equity by closing the gap in average pay between employees of different genders or race/ethnicity in the same or similar roles after accounting for legitimate business factors that can explain differences, such as location, time at grade level, and tenure. We have also advanced transparency in our pay and representation data by publicly releasing our EEO-1 survey pay data since 2019. We believe that our holistic approach toward pay equity, representation, and creating an inclusive culture enables us to cultivate a workplace that helps employees develop and progress in their careers at all levels. Though flexible work schedules are part of our existing total rewards package, the COVID-19 pandemic provided an opportunity to further reimagine how our employees work and collaborate. In designing the future of our workplace, we surveyed employees around the globe to inform our “hybrid-first” approach, where the majority of our employees will split their time between working remotely and in the office, with no company-wide mandate on the number of days per week employees should be on-site or how they should collaborate. Our goal is to enable remote and on-site work where it drives the best output, while ensuring our employees have equitable access to systems, resources, and opportunities that allow them to succeed.

1Undesired turnover includes all regular Intel employees who voluntarily left Intel, but do not include Intel contract employees, interns, or employees who separated from Intel due to divestiture, retirement, voluntary separation packages, death, job elimination, or redeployment.

2Senior leadership refers to salary grades 10+ and equivalent grades. While we present male and female, we acknowledge this is not fully encompassing of all gender identities.

3The term underrepresented minority (URM) is used to describe diverse populations, including Black/African American, Hispanic, and Native American employees in the US.



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Health, Safety, and Wellness

Our commitment in Intel’s Environmental, Health, and Safety Policy is to provide a safe and injury-free workplace. We continually invest in programs designed to improve physical, mental, and social well-being. We provide access to a variety of innovative, flexible, and convenient health and wellness programs, including on-site health ce