Intel Corporation Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

1 Months Ended

2 Months Ended

10 Months Ended

11 Months Ended

12 Months Ended

Dec. 28, 2024

Feb. 14, 2021

Dec. 25, 2021

Nov. 30, 2024

Dec. 28, 2024

Dec. 30, 2023

Dec. 31, 2022

Dec. 25, 2021

Dec. 26, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


Year	SCT Total for Robert H. Swan ($)	CAP to Robert H. Swan ($)	SCT Total for Patrick P. Gelsinger ($)	CAP to Patrick P. Gelsinger ($)	SCT Total for Michelle Johnston Holthaus ($)	CAP to Michelle Johnston Holthaus ($)	SCT Total for David A. Zinsner ($)	CAP to David A. Zinsner ($)	Average SCT Total for Non-PEO NEOs ($)	Average CAP to Non- PEO NEOs ($)	Value of Initial Fixed $100 Investment Based On:		Net Income (in billions) ($)	Revenue (Non- GAAP) (in billions) ($)
											TSR ($)	Peer Group TSR ($)
2024	N/A	N/A	27,429,900	(82,216,617)	12,626,000	(13,792,850)	12,343,100	(14,258,138)	10,214,333	(2,842,898)	38.30	305.54	(18.8)	53.1
2023	N/A	N/A	16,855,400	82,484,119	N/A	N/A	N/A	N/A	8,815,275	23,524,978	93.55	218.92	1.7	54.2
2022	N/A	N/A	11,614,700	(78,501,522)	N/A	N/A	N/A	N/A	12,812,380	5,207,059	48.06	138.70	8.0	63.1
2021	605,300	(26,428,474)	178,590,400	124,177,488	N/A	N/A	N/A	N/A	10,538,800	2,003,497	89.75	192.25	19.9	74.7
2020	22,389,500	(41,412,608)	N/A	N/A	N/A	N/A	N/A	N/A	10,896,140	(10,755,073)	80.28	142.28	20.9	72.9

Company Selected Measure Name

Revenue (Non-GAAP)

Named Executive Officers, Footnote

NEOs. The following table shows the PEO(s) and Non-PEO NEOs for each of 2024, 2023, 2022, 2021, and 2020.


	PEO	Non-PEO NEOs
2024	Patrick P. Gelsinger; Michelle Johnston Holthaus; David A. Zinsner†	Christoph Schell, Justin Hotard, and April Miller Boise
2023	Patrick P. Gelsinger	Michelle Johnston Holthaus, Sandra L. Rivera, David A. Zinsner, and Christoph Schell
2022	Patrick P. Gelsinger	Michelle Johnston Holthaus, Sandra L. Rivera, David A. Zinsner, Christoph Schell, and George S. Davis
2021	Robert H. Swan; Patrick P. Gelsinger††	Sandra L. Rivera, Steven R. Rodgers, George S. Davis, Gregory M. Bryant, and Navin Shenoy
2020	Robert H. Swan	George S. Davis, Navin Shenoy, Steven R. Rodgers, Gregory M. Bryant, and Venkata Renduchintala

† Mr. Gelsinger ceased being Intel’s CEO effective as of December 1, 2024, and Ms. Johnston Holthaus and Mr. Zinsner served as Intel’s Interim Co- CEOs effective December 1, 2024 through March 18, 2025.

†† Mr. Swan ceased being Intel’s CEO effective as of February 15, 2021, and Mr. Gelsinger was appointed Intel’s CEO effective as of February 15, 2021.

Peer Group Issuers, Footnote

TSR. Pursuant to the SEC rules, company TSR and Peer Group TSR is determined based on the value of an initial fixed investment of $100 on December 27, 2019, the last trading day prior to the commencement of fiscal year 2020, through the end of the listed year. The Peer Group TSR set forth in this table utilizes the S&P 500 IT Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K under the Exchange Act, and included in our 2024 Annual Report on Form 10-K.

Adjustment To PEO Compensation, Footnote

Compensation Actually Paid Calculations. The following table shows the adjustments made to the Summary Compensation Table total compensation to calculate “compensation actually paid” to each of our PEOs for 2024, Messrs. Gelsinger and Zinsner and Ms. Johnston Holthaus, and the average “compensation actually paid” to our Non-PEO NEOs for 2024.


	Patrick P. Gelsinger ($)	Michelle Johnston Holthaus ($)	David A. Zinsner ($)	Average for Non-PEO NEOs ($)
Summary Compensation Table (SCT) Total	27,429,900	12,626,000	12,343,100	10,214,333
Minus, the amounts reported as “Stock Awards” in the SCT	24,625,700	11,018,800	10,728,800	8,264,200
Plus, the fair value as of 2024 fiscal year end of equity awards granted in 2024 and unvested as of year end	—	3,566,289	3,192,667	3,347,147
Plus, the change in fair value as of 2024 fiscal year end (from 2023 fiscal year end ) of outstanding and unvested equity awards granted in a prior year	—	(15,298,542)	(17,164,064)	(7,242,589)
Plus, the change in fair value as of the vesting date (from 2023 fiscal year end ) of equity awards granted in a prior year that vested during 2024	(1,775,113)	(3,667,797)	(1,901,041)	(897,589)
Minus, the fair value as of 2023 fiscal year end of awards that were forfeited during 2024	83,245,704	—	—	—
Equals Compensation Actually Paid (CAP)*	(82,216,617)	(13,792,850)	(14,258,138)	(2,842,898)

* No adjustments were made to CAP for defined benefit and actuarial pension plans because there was no change in pension value reported in the SCT for any of the NEOs in 2024, and the pension plan benefit that certain NEOs participated in was frozen effective in January 2020, so there is no ongoing service cost.

Non-PEO NEO Average Total Compensation Amount

$ 10,214,333

$ 8,815,275

$ 12,812,380

$ 10,538,800

$ 10,896,140

Non-PEO NEO Average Compensation Actually Paid Amount

$ (2,842,898)

23,524,978

5,207,059

2,003,497

(10,755,073)

Adjustment to Non-PEO NEO Compensation Footnote


	Patrick P. Gelsinger ($)	Michelle Johnston Holthaus ($)	David A. Zinsner ($)	Average for Non-PEO NEOs ($)
Summary Compensation Table (SCT) Total	27,429,900	12,626,000	12,343,100	10,214,333
Minus, the amounts reported as “Stock Awards” in the SCT	24,625,700	11,018,800	10,728,800	8,264,200
Plus, the fair value as of 2024 fiscal year end of equity awards granted in 2024 and unvested as of year end	—	3,566,289	3,192,667	3,347,147
Plus, the change in fair value as of 2024 fiscal year end (from 2023 fiscal year end ) of outstanding and unvested equity awards granted in a prior year	—	(15,298,542)	(17,164,064)	(7,242,589)
Plus, the change in fair value as of the vesting date (from 2023 fiscal year end ) of equity awards granted in a prior year that vested during 2024	(1,775,113)	(3,667,797)	(1,901,041)	(897,589)
Minus, the fair value as of 2023 fiscal year end of awards that were forfeited during 2024	83,245,704	—	—	—
Equals Compensation Actually Paid (CAP)*	(82,216,617)	(13,792,850)	(14,258,138)	(2,842,898)

Compensation Actually Paid vs. Total Shareholder Return

In accordance with SEC rules, the charts below illustrate how “compensation actually paid” (CAP) to our NEOs aligns with our company’s financial performance as measured by our TSR, our Peer Group TSR, our net income, and our revenue.

Compensation Actually Paid vs. Intel TSR and S&P 500 IT Index TSR

Holthaus CAP ($M)

Zinsner CAP ($M)

Gelsinger CAP ($M)

Swan CAP ($M)

Avg NEO CAP ($M)

INTC TSR

S&P 500 IT Index TSR

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)

Holthaus CAP ($M)

Zinsner CAP ($M)

Gelsinger CAP ($M)

Swan CAP ($M)

Avg NEO CAP ($M)

Net Income ($B)

Non-GAAP Revenue ($B)

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid vs. Net Income and Revenue (Non-GAAP)

Holthaus CAP ($M)

Zinsner CAP ($M)

Gelsinger CAP ($M)

Swan CAP ($M)

Avg NEO CAP ($M)

Net Income ($B)

Non-GAAP Revenue ($B)

Total Shareholder Return Vs Peer Group

Compensation Actually Paid vs. Intel TSR and S&P 500 IT Index TSR

Holthaus CAP ($M)

Zinsner CAP ($M)

Gelsinger CAP ($M)

Swan CAP ($M)

Avg NEO CAP ($M)

INTC TSR

S&P 500 IT Index TSR

Tabular List, Table


Three Most Important Performance Measures
Revenue (Non-GAAP)
Gross Margin Percentage (Non-GAAP)
Cash Flow from Operations

Total Shareholder Return Amount

$ 38.30

93.55

48.06

89.75

80.28

Peer Group Total Shareholder Return Amount

305.54

218.92

138.70

192.25

142.28

Net Income (Loss)

$ (18,800,000,000)

$ 1,700,000,000

$ 8,000,000,000.0

$ 19,900,000,000

$ 20,900,000,000

Company Selected Measure Amount

53,100,000,000

54,200,000,000

63,100,000,000

74,700,000,000

72,900,000,000

PEO Name

Mr. Swan

Mr. Gelsinger

Mr. Swan

Additional 402(v) Disclosure

Compensation Actually Paid. The dollar amounts reported represent the “compensation actually paid,” as calculated in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our executives during the applicable year. In accordance with SEC rules, certain adjustments were made to the Summary Compensation Table total compensation to determine the amount of “compensation actually paid,” including adding (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (see beginning on page 63 for additional information on assumption methodologies).

Measure:: 1

Pay vs Performance Disclosure

Name

Revenue (Non-GAAP)

Non-GAAP Measure Description

Company Selected Measure. Revenue (Non-GAAP) is the financial measure that was determined to be the most important financial performance measure linking “compensation actually paid” to our NEOs to company performance for 2024 and therefore was selected as the 2024 “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K under the Exchange Act. For 2024, 2023 and 2022, revenue (non-GAAP) is the same as the company’s reported consolidated GAAP revenue (i.e., no adjustments to GAAP revenue were made in 2024, 2023 and 2022). For 2021 and 2020, revenue (non-GAAP) is the company’s reported consolidated GAAP revenue after adjustment for revenue during those periods from the NAND memory business we agreed to sell to SK hynix.

Measure:: 2