Determining Executive Compensation
Determining Executive Compensation
In determining base salary, annual incentive cash baselines, and equity awards, the committee uses the executive officers' current level of compensation as the starting point. The committee bases any adjustments to those levels primarily on benchmarking to peer companies and the individual's performance. Secondary considerations in determining the level of compensation include internal pay equity and wealth accumulation. The committee has discretion to set compensation at levels that may be higher or lower than peer group target percentiles.
Benchmarking
To assist the committee in its review of executive compensation, Intel's Compensation and Benefits Group provides compensation data compiled from executive compensation surveys, as well as data gathered from annual reports and proxy statements from companies that the committee selects as a "peer group" for executive compensation analysis purposes. This historical compensation data is then adjusted in order to arrive at current-year estimates for the peer group. The committee uses this data to compare the compensation of our executive officers to the peer group, targeting the 25th percentile for base salaries and the 65th percentile for total cash compensation on average. The committee's goal for equity compensation is that the combination of annual and long-term equity awards will approximate the 65th percentile of the peer group's long-term incentive compensation on average. Since the executive officers have the highest levels of responsibility for the company's overall performance, the committee believes that these officers are in the best positions to influence the company's performance, and accordingly should have the vast majority of their total compensation tied to performance. Professor Hall, the committee's independent adviser, and Intel's Compensation and Benefits Group review this data with the committee.
The peer group includes 15 technology companies and 10 companies outside the technology industry from the S&P 100. When the peer group was created in 2007, the committee chose companies that resembled Intel in various respects, such as those that made large investments in research and development and had significant manufacturing and global operations. In addition, the committee selected companies whose three-year averages for revenue, net income, and market capitalization approximated Intel's. The peer group includes companies with which Intel competes for talent and matches the peer group that Intel uses for measuring relative financial performance for annual incentive cash payments.
The peer group consists of the following companies:
| Company | Reported Fiscal Year | Revenue ($ in billions) |
Net Income (Loss) ($ in billions) |
Market Capitalization on March 3, 2009 ($ in billions) |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Advanced Micro Devices, Inc. | 12/27/08 | 5.8 | (3.1) | 1.3 | |||||
| Apple Inc. | 9/27/08 | 32.5 | 4.8 | 78.7 | |||||
| Applied Materials, Inc. | 10/26/08 | 8.1 | 1.0 | 11.8 | |||||
| AT&T Corporation | 12/31/08 | 124.0 | 12.9 | 133.6 | |||||
| Cisco Systems, Inc. | 7/26/08 | 39.5 | 8.1 | 84.0 | |||||
| Dell Inc. | 2/1/08 | 61.1 | 2.9 | 17.8 | |||||
| The Dow Chemical Company | 12/31/08 | 57.5 | 0.6 | 6.4 | |||||
| EMC Corporation | 12/31/08 | 14.9 | 1.3 | 20.4 | |||||
| General Electric Company | 12/31/08 | 182.5 | 17.4 | 74.0 | |||||
| Google Inc. | 12/31/08 | 21.8 | 4.2 | 102.6 | |||||
| Hewlett-Packard Company | 10/31/08 | 118.4 | 8.3 | 67.9 | |||||
| International Business Machines Corporation | 12/31/08 | 103.6 | 12.3 | 117.8 | |||||
| Johnson & Johnson | 12/28/08 | 63.7 | 12.9 | 131.8 | |||||
| Merck & Co., Inc. | 12/31/08 | 23.9 | 7.8 | 48.7 | |||||
| Microsoft Corporation | 6/30/08 | 60.4 | 17.7 | 141.2 | |||||
| Motorola, Inc. | 12/31/08 | 30.1 | (4.2) | 7.5 | |||||
| Oracle Corporation | 5/31/08 | 22.4 | 5.5 | 75.7 | |||||
| Pfizer Inc. | 12/31/08 | 48.3 | 8.1 | 80.0 | |||||
| Qualcomm Incorporated | 9/28/08 | 11.1 | 3.2 | 55.2 | |||||
| Texas Instruments Incorporated | 12/31/08 | 12.5 | 1.9 | 18.1 | |||||
| Tyco International Ltd. | 9/26/08 | 20.2 | 1.6 | 9.0 | |||||
| United Parcel Service, Inc. | 12/31/08 | 51.5 | 3.0 | 38.3 | |||||
| United Technologies Corporation | 12/31/08 | 58.7 | 4.7 | 36.3 | |||||
| Verizon Communications Inc. | 12/31/08 | 97.4 | 6.4 | 77.6 | |||||
| Yahoo! Inc. | 12/31/08 | 7.2 | 0.4 | 17.4 | |||||
| Intel 2008 | 12/27/08 | 37.6 | 5.3 | 68.3 | |||||
| Intel 2008 Peer Group Percentile Rank | 48th | 57th | 54th |
Individual Performance Reviews
The CEO documents each executive officer's performance during the year, detailing accomplishments, areas of strength, and areas for development. The CEO bases his evaluation on his knowledge of each executive officer's performance, an individual self-assessment completed by each executive officer, and feedback provided by each executive officer's direct reports. The CEO also reviews the compensation data gathered from the compensation surveys and makes a recommendation to the committee on base salary, annual incentive cash baseline, and equity awards for each executive officer other than himself and the Chairman. Intel's Director of Human Resources and the Compensation and Benefits Group assist the CEO in developing the executive officers' performance reviews and reviewing the market compensation data to determine the compensation recommendations. Executive officers do not propose or seek approval for their own compensation.
The CEO's annual performance review is developed by the independent directors acting as a committee of the whole Board, chaired by the Lead Independent Director. For the CEO's review, formal input is received from the independent directors, the Chairman, and senior management. The CEO also submits a self-assessment. The independent directors meet as a group in executive session to prepare the review, which is completed and presented to the CEO. This evaluation is used by the committee to determine the CEO's base salary, annual incentive cash baseline, and equity awards. For 2008, a similar process was followed in determining the Chairman's base salary, annual incentive cash baseline, and equity awards.
Internal Pay Equity
The committee reviews the compensation of executive officers against the compensation of the top 100 highest paid employees at Intel to monitor internal pay equity. The committee does not use fixed ratios when conducting this analysis, but our CEO's total compensation has typically been 1.5 to 3 times the total compensation paid to each of our executive vice presidents.
Wealth Accumulation Analysis
The committee reviews the value of each element of compensation that the executive officer could potentially receive over the next 10 years, under scenarios of continuing employment, termination, and retirement. For this review, total remuneration includes all aspects of the executive officer's total cash compensation from continuing employment, the future value of equity awards under varying stock price assumptions (and including, as applicable, the impact of accelerated vesting upon retirement), the value of any deferred compensation, and profit sharing retirement benefits. The goal of the analysis is to allow the committee to see how each element of compensation interacts with the other elements and to see how current compensation decisions may affect future wealth accumulation. To date, the amount of past compensation, including amounts realized or realizable from prior equity awards, has generally not been a significant factor in the committee's considerations.
