8-KLeadership ChangesExhibits & Filings

INTEL CORP 8-K Report, Executive Changes (Jan 22, 2020)

Filed January 22, 2020For Securities:INTC

Summary

Intel Corporation (INTC) announced on January 21, 2020, that its Board of Directors approved a new Executive Annual Performance Bonus Plan, effective January 15, 2020. This new plan replaces the previous 2014 Annual Performance Bonus Plan and is designed to provide the Compensation Committee with greater flexibility in aligning executive incentives with the company's strategic objectives and the prevailing economic environment. The updated plan allows the Compensation Committee to set performance criteria and goals annually, which can encompass absolute company performance, relative performance against peers or the market, and individual metrics. This enhanced structure aims to improve the linkage between executive compensation and the achievement of Intel's key strategic goals, while also allowing for consideration of stakeholder feedback. The maximum bonus payable is capped at 300% of the target bonus, and the committee retains discretion to reduce payouts.

Key Highlights

  • 1Intel replaced its 2014 Executive Annual Performance Bonus Plan with a new plan approved on January 15, 2020.
  • 2The new plan aims to enhance alignment between executive compensation and Intel's strategic objectives.
  • 3The Compensation Committee has increased flexibility in setting annual performance criteria and goals.
  • 4Performance criteria can include absolute company performance, relative performance (vs. peers/market), and individual metrics.
  • 5The Committee sets target bonus opportunities and reviews performance annually to determine payouts.
  • 6Maximum annual bonus payout is capped at 300% of the target bonus opportunity.
  • 7The Compensation Committee retains discretion to reduce bonus payments.

Frequently Asked Questions

The primary purpose of the new plan is to give Intel's Compensation Committee more flexibility and control in structuring annual cash incentive compensation for executive officers. This is intended to better align executive pay with the company's strategic objectives and current economic conditions.

The new plan provides the Compensation Committee with enhanced ability to annually set performance criteria and goals that are most relevant to Intel's strategic objectives and the economic environment. It also explicitly allows for performance to be measured against absolute company results, relative performance against peers or the market, and individual metrics, offering more diverse performance metrics compared to the previous plan.

Under the new Executive Annual Performance Bonus Plan, the maximum annual bonus payable to any one executive officer for a performance period is capped at 300% of their target bonus opportunity.

Yes, the Compensation Committee retains the right to reduce executive officers' cash bonus payments under the plan. This decision can be made on the basis of any considerations the Committee deems appropriate in its sole discretion.