Director Summary Compensation for Fiscal Year

Director Summary Compensation for Fiscal Year

2008

2008

The following table details the total compensation of Intel's non-employee directors for the year ended December 27, 2008.

Name   Fees Earned or Paid in Cash
($)
  Stock Awards
($)(1)
  Change in Pension Value
and Non-Qualified
Deferred Compensation
Earnings
($)(2)
  All Other Compensation
($)(3)
  Total
($)
                   
Charlene Barshefsky(4)   75,000   117,200       192,200
Carol A. Bartz(5)   85,000   41,400       126,400
Susan L. Decker   75,000   89,600       164,600
D. James Guzy(6)   47,500         47,500
Reed E. Hundt(7)   85,000   261,100       346,100
James D. Plummer   85,000   112,600     20,000   217,600
David S. Pottruck   95,000   137,800       232,800
Jane E. Shaw   100,000   166,300       266,300
John L. Thornton   75,000   122,100     10,000   207,100
David B. Yoffie   90,000   137,800     10,000   237,800
Total
  812,500   1,185,900     40,000   2,038,400
(1) Grant date fair value of RSUs granted in 2008: $137,800 for each director other than Ms. Bartz ($206,800), who received a prorated grant for the 2008 compensation cycle upon joining the Board in 2008, and Dr. Shaw ($166,300), who received an additional grant as Lead Independent Director for 2008. Because awards to Mr. Hundt, Mr. Pottruck, Dr. Shaw, and Dr. Yoffie would accelerate in full upon their retirement under the terms of the awards, we recognized all of the compensation expense associated with their 2008 RSUs at the time of grant.
(2) The following directors had a loss in pension value of the following amounts: Mr. Guzy ($41,000), Dr. Shaw ($5,000), and Dr. Yoffie ($13,000).
(3) Intel Foundation made matching charitable contributions on behalf of Dr. Plummer ($10,000 for charitable contributions that he made in 2007 were matched in January 2008, and another $10,000 matching contribution was made for his 2008 contributions), Mr. Thornton ($10,000), and Dr. Yoffie ($10,000).
(4) Ambassador Barshefsky received 3,455 RSUs on July 17, 2008. This grant was in lieu of one-half of her 2007 and 2008 annual cash retainers. She will receive the other half of her 2008 retainer in the form of RSUs in July 2009. These shares vest in equal annual installments over three years.
(5) Ms. Bartz retired from the Board effective March 2009.
(6) Mr. Guzy retired from the Board effective May 2008.
(7) In 2008, Mr. Hundt became eligible for full vesting of all his shares upon retirement from the Board.

Fees Earned or Paid in Cash.

Directors receive cash fees in quarterly installments and forfeit unpaid portions of cash upon termination, retirement, disability, or death. The following table provides a breakdown of fees earned or paid in cash.

Name   Annual Retainers
($)
  Committee Chair Fees
($)
  Audit Committee Member Fees
($)
  Total
($)
                 
Charlene Barshefsky   75,000   —         75,000
Carol A. Bartz   75,000   —       10,000   85,000
Susan L. Decker   75,000   —         75,000
D. James Guzy   37,500   5,000       5,000   47,500
Reed E. Hundt   75,000   10,000         85,000
James D. Plummer   75,000   —       10,000   85,000
David S. Pottruck   75,000   10,000(1)   10,000   95,000
Jane E. Shaw   75,000   25,000         100,000
John L. Thornton   75,000   —         75,000
David B. Yoffie   75,000   15,000         90,000
(1) Mr. Pottruck chairs the Retirement Plans Investment Policy Committee.

Under the "RSU in Lieu of Cash Election" program, directors can elect annually to receive all of their cash compensation in the form of RSUs. This election must be either 100% or 0%, and must be made in the tax year prior to receiving compensation. The Board grants RSUs elected in lieu of cash on the same grant date and with the same vesting terms as the annual RSU grant to directors. Ambassador Barshefsky participated in this program in 2008.

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