8-KLeadership Changes

INTEL CORP 8-K Report, Executive Changes (Apr 10, 2019)

Filed April 10, 2019For Securities:INTC

Summary

This Intel Corporation (INTC) 8-K filing from April 10, 2019, details special equity awards granted to Todd Underwood, Vice President of Finance and Director, Corporate Planning and Reporting, and former interim Chief Financial Officer. The awards, approved on April 8, 2019, are designed to compensate him for his interim CFO role and align his incentives with long-term stockholder interests during a period of transformation. Key components include a mix of time-based and performance-based restricted stock units (RSUs and PSUs) valued at approximately $800,000, with specific vesting and performance metrics. Additionally, special performance-based awards, including PSUs and performance stock options, were granted to promote retention and further align executive incentives with Intel's long-term success and share price appreciation.

Key Highlights

  • 1Special equity awards granted to Todd Underwood, VP of Finance and former Interim CFO, on April 8, 2019.
  • 2Awards have a target aggregate grant date value of approximately $800,000.
  • 3Equity mix includes 50% time-based RSUs vesting over 3 years and 50% performance-based PSUs vesting in January 2022.
  • 4PSUs performance metrics are based on Intel's earnings per share and relative total stockholder return.
  • 5Special performance-based awards (Special PSUs and Performance Options) were also granted to promote retention and align executive incentives.
  • 6Performance Options have a stock price threshold for exercisability set relative to February 1, 2019, and grant date closing prices.
  • 7All awards are subject to Intel's 2006 Equity Incentive Plan.

Frequently Asked Questions

Intel granted these special equity awards to Todd Underwood to compensate him for his role as interim Chief Financial Officer while he continued his duties as Vice President of Finance and Director, Corporate Planning and Reporting. The awards are also intended to align his incentives with the company's long-term interests and promote executive retention during a period of transformation.

The target aggregate grant date value of the initial special equity awards (RSUs and PSUs) granted to Todd Underwood is approximately $800,000. Additional special performance-based awards were also granted.

The time-based RSUs will vest quarterly over a three-year period from the grant date. The performance-based PSUs will vest in January 2022, contingent upon Intel's earnings per share and relative total stockholder return performance over a three-year period. Special Performance Awards also have specific terms related to stock price and performance metrics.

Yes, the performance options granted to Mr. Underwood have a specific threshold stock price requirement for exercisability. This threshold is the greater of 30% above Intel's closing stock price on February 1, 2019, or 15% above Intel's closing stock price on the grant date.