SCHEDULE 14A | ||
(RULE 14a-101) SCHEDULE 14A INFORMATION | ||
Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 | ||
(Amendment No. ) | ||
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INTEL CORPORATION (Name of Registrant as Specified In Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | ||
Letter From Your Board Chair | ![]() |
![]() | “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.” |
2 | Letter From Your Board Chair | 2022 PROXY STATEMENT | ![]() |
![]() | 2022 PROXY STATEMENT | Letter From Your Board Chair | 3 |
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 1 | 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 2 | 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 3 | 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 4 | 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 5 | 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 6 | 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 |
4 | Intel Corporation Notice of 2022 Annual Stockholders’ Meeting | 2022 PROXY STATEMENT | ![]() |
INDEX OF FREQUENTLY REQUESTED INFORMATION | ||||||||||||||||||||||||||||||||||||||
Business Overview | Investor Responsiveness | |||||||||||||||||||||||||||||||||||||
Exec. Comp. Summary | Overview of the Board | |||||||||||||||||||||||||||||||||||||
Financial Performance | Strategy Update | |||||||||||||||||||||||||||||||||||||
Director Biographies | Skills/Background Matrix | |||||||||||||||||||||||||||||||||||||
Director Nomination Process | Diversity/Refreshment | Tenure | ||||||||||||||||||||||||||||||||||||
Code of Conduct | Human Capital | |||||||||||||||||||||||||||||||||||||
Corp. Gov. Guidelines | ISG Framework | |||||||||||||||||||||||||||||||||||||
Stockholder Engagement | Corp. Resp./ESG Oversight | Related Party Transactions | ||||||||||||||||||||||||||||||||||||
Corp. Resp./ESG Matters | Risk Oversight | |||||||||||||||||||||||||||||||||||||
Director Attendance | Strategy Oversight | |||||||||||||||||||||||||||||||||||||
Director Independence | Succession Planning & Human Capital Oversight | |||||||||||||||||||||||||||||||||||||
Auditor Fees | Factors Considered in Deciding to Re-engage EY | |||||||||||||||||||||||||||||||||||||
CEO Transition | Peer Group | |||||||||||||||||||||||||||||||||||||
CEO New-Hire Comp. | Pension Benefits Table | |||||||||||||||||||||||||||||||||||||
Claw-Back Policies | Perquisites | |||||||||||||||||||||||||||||||||||||
Compensation Consultant | Plan-Based Awards Table | |||||||||||||||||||||||||||||||||||||
Deferred Comp. Table | Post-Employ. Payments | |||||||||||||||||||||||||||||||||||||
Listed Officers for 2021 | Program Changes for 2022 | |||||||||||||||||||||||||||||||||||||
Other Comp. Table | Say on Pay & Engagement | |||||||||||||||||||||||||||||||||||||
Outstanding Awards Table | Stock Ownership Guidelines | |||||||||||||||||||||||||||||||||||||
Executive Compensation Tables | Pay-for-Performance | Summary Comp Table | ||||||||||||||||||||||||||||||||||||
ADDITIONAL COMPENSATION MATTERS | ||||||||||||||||||||||||||||||||||||||
Supplemental Pay Ratio | ||||||||||||||||||||||||||||||||||||||
† 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. | ||||||||||||||||||||||||||||||||||||||
A-1 | ||||||||||||||||||||||||||||||||||||||
B-1 | ||||||||||||||||||||||||||||||||||||||
C-1 |
![]() | 2022 PROXY STATEMENT | Table of Contents | 5 |
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 |
6 | Proxy Statement Highlights | 2022 PROXY STATEMENT | ![]() |
![]() | “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 |
![]() | $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. |
![]() | 2022 PROXY STATEMENT | Proxy Statement Highlights | 7 |
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. | |||||||||||
8 | Proxy Statement Highlights | 2022 PROXY STATEMENT | ![]() |
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 | ![]() | ||||||||||||||||||||||
![]() | 2022 PROXY STATEMENT | Proxy Statement Highlights | 9 |
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) | ||||||||
10 | Proxy Statement Highlights | 2022 PROXY STATEMENT | ![]() |
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: | Committees: | Committees: | Committees: | Committees: | ||||||||||
None | G, M | None | C, M | C, G | ||||||||||
Skills & Expertise: | Skills & Expertise: | Skills & Expertise: | Skills & Expertise: | Skills & Expertise: | ||||||||||
![]() | ![]() | ![]() | ![]() | ![]() |
30% of Director Nominees Self-Identify as Women | 30% of Director Nominees Self-Identify as Racially/Ethnically Diverse | ||||
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30% of Director Nominees Self-Identify as Having Nationality Diversity | 58 years Average Age of Director Nominees | ||||
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![]() | 2022 PROXY STATEMENT | Proxy Statement Highlights | 11 |
Committees | Key Qualifications | ||||||||||||||||||||||||||||
A | Audit & Finance | ![]() | Senior Leadership | ![]() | Financial Expertise | ![]() | Sales, Marketing, and Brand Management | ![]() | Cybersecurity/ Information Security | ||||||||||||||||||||
C | Compensation | ||||||||||||||||||||||||||||
G | Corporate Governance and Nominating | ![]() | Global/International | ![]() | Human Capital | ![]() | Emerging Technologies and Business Models | ![]() | Government, Legal, and Regulatory | ||||||||||||||||||||
M | 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. Mr. Weisler brings to the Board senior leadership, global and international, industry and information technology (IT), operating and manufacturing, emerging technologies, and cybersecurity experience. | 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: | Committees: | Committees: | Committees: | Committees: | |||||||||||||||||||
A, C | ![]() | A | ![]() | ![]() | M | A, G | ![]() | ||||||||||||||||
Skills & Expertise: | Skills & Expertise: | Skills & Expertise: | Skills & Expertise: | 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 | ![]() |
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 | 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 Equity plan usage | 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 | ||||||||
Where to Find More Information |
![]() | 2022 PROXY STATEMENT | Proxy Statement Highlights | 13 |
14 | Proxy Statement Highlights | 2022 PROXY STATEMENT | ![]() |
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 |
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 | |||||||||||
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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 | ![]() |
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Patrick P. Gelsinger CEO Age: 61 Director Since: 2021 | COMMITTEES None BIRTHPLACE United States | Skills & Expertise | |||||||||||||||
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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. | ||||||||||||||||
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James J. Goetz Age: 56 Director Since: 2019 INDEPENDENT | COMMITTEES G and M BIRTHPLACE United States | Skills & Expertise | |||||||||||||||
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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 |
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Andrea J. Goldsmith Age: 57 Director Since: 2021 INDEPENDENT | COMMITTEES None BIRTHPLACE United States | Skills & Expertise | ||||||||||||||||||
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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 | ![]() |
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Alyssa H. Henry Age: 51 Director Since: 2020 INDEPENDENT | COMMITTEES C and M BIRTHPLACE United States | Skills & Expertise | ||||||||||||||||||
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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. | |||||||||||||||||||
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Omar Ishrak Independent Board Chair Age: 66 Director Since: 2017 INDEPENDENT | ||||||||||||||||||||
COMMITTEES C and G BIRTHPLACE India | Skills & Expertise | |||||||||||||||||||
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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 |
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Risa Lavizzo-Mourey Age: 67 Director Since: 2018 INDEPENDENT | COMMITTEES A, C, and G (Chair) BIRTHPLACE United States | Skills & Expertise | |||||||||||||||
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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. | ||||||||||||||||
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Tsu-Jae King Liu Age: 58 Director Since: 2016 INDEPENDENT | COMMITTEES A BIRTHPLACE United States | Skills & Expertise | |||||||||||||||
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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 | ![]() |
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Gregory D. Smith Age: 55 Director Since: 2017 INDEPENDENT | COMMITTEES A (Chair) BIRTHPLACE Canada | Skills & Expertise | |||||||||||||||
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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. | ||||||||||||||||
![]() | 2022 PROXY STATEMENT | Proposal 1: Election of Directors | 21 |
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Dion J. Weisler Age: 54 Director Since: 2020 INDEPENDENT | COMMITTEES C (Chair) and M BIRTHPLACE Australia | Skills & Expertise | ||||||||||||||||||
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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. | |||||||||||||||||||
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Frank D. Yeary Age: 58 Director Since: 2009 INDEPENDENT | COMMITTEES A, G, and M (Chair) BIRTHPLACE United States | Skills & Expertise | ||||||||||||||||||
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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. | |||||||||||||||||||
22 | Proposal 1: Election of Directors | 2022 PROXY STATEMENT | ![]() |
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. |
![]() | 2022 PROXY STATEMENT | Board of Directors Matters | 23 |
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. |
24 | Board of Directors Matters | 2022 PROXY STATEMENT | ![]() |
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. |
![]() | 2022 PROXY STATEMENT | Board of Directors Matters | 25 |
Skills & Expertise | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||
Experience | |||||||||||||||||||||||||||||||||||
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![]() | Global/International | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ||||||||||||||||||||||||||
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![]() | 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 | ![]() | ![]() | ||||||||||||||||||||||||||||||||
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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 | 3 | 4 | – | 3 | ||||||||||
Racial/Ethnic/Nationality/Other Forms of Diversity | ||||||||||||||
African American/Black | 1 | – | – | |||||||||||
Alaskan Native/Native American | – | – | – | |||||||||||
Asian/South Asian | 1 | 1 | – | – | ||||||||||
Hispanic/Latinx | – | – | – | |||||||||||
Native Hawaiian/Pacific Islander | – | – | – | |||||||||||
White/Caucasian | 1 | 3 | – | – | ||||||||||
LGBTQ+ | – | |||||||||||||
Directors Born Outside of the US | – | 3 | – | – | ||||||||||
Did Not Disclose Demographics | 3 |
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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26 | Board of Directors Matters | 2022 PROXY STATEMENT | ![]() |
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 |
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 |
![]() | 2022 PROXY STATEMENT | Board of Directors Matters | 27 |
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 |
![]() | 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. |
28 | Board of Directors Matters | 2022 PROXY STATEMENT | ![]() |
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 |
![]() | 2022 PROXY STATEMENT | Corporate Governance Matters | 29 |
30 | Corporate Governance Matters | 2022 PROXY STATEMENT | ![]() |
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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. | ||||||||||||||
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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 | ||||||||||||
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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 | ||||||||||||||
![]() | 2022 PROXY STATEMENT | Corporate Governance Matters | 31 |
32 | Corporate Governance Matters | 2022 PROXY STATEMENT | ![]() |
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 |
![]() | 2022 PROXY STATEMENT | Corporate Governance Matters | 33 |
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 |
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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 |
34 | Corporate Governance Matters | 2022 PROXY STATEMENT | ![]() |
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. | ||
![]() | 2022 PROXY STATEMENT | Corporate Governance Matters | 35 |
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). | ||||||||||||||||||||||
36 | Corporate Governance Matters | 2022 PROXY STATEMENT | ![]() |
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). | ||||||||||||||||||||||
![]() | 2022 PROXY STATEMENT | Corporate Governance Matters | 37 |
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). | ||||||||||||||||||||||
38 | Corporate Governance Matters | 2022 PROXY STATEMENT | ![]() |
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 |
![]() | 2022 PROXY STATEMENT | Corporate Governance Matters | 39 |
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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 |
40 | Stockholder Engagement | 2022 PROXY STATEMENT | ![]() |
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 | |||||||||
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![]() | 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 | ![]() | ||||||||||
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) | |||||||||
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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) |
![]() | 2022 PROXY STATEMENT | Stockholder Engagement | 41 |
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 | ||
42 | Stockholder Engagement | 2022 PROXY STATEMENT | ![]() |
![]() | 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. |
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 | ||||||||||||||
![]() | 2022 PROXY STATEMENT | Corporate Responsibility/ESG | 43 |
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Financial Capital | |||||
Cash from Operating Activities $B | ||
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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. | |||||
44 | Our Capital | 2022 PROXY STATEMENT | ![]() |
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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. | |||||
![]() | 2022 PROXY STATEMENT | Our Capital | 45 |
![]() | 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. | |||||
46 | Our Capital | 2022 PROXY STATEMENT | ![]() |
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Manufacturing Capital | |||||
![]() | “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 |
![]() | 2022 PROXY STATEMENT | Our Capital | 47 |
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Human Capital | |||||
![]() | “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 |
48 | Our Capital | 2022 PROXY STATEMENT | ![]() |
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 | |||||||
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2021 URM3 in the US | ||||||||
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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. |
![]() | 2022 PROXY STATEMENT | Our Capital | 49 |