Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b), (c), (e)
Appointment of Chief Financial Officer
On January 10, 2022, Intel Corporation ("Intel") announced that its Board of
Directors (the "Board") appointed David A. Zinsner as Executive Vice President
and Chief Financial Officer, effective as of January 17, 2022 (the "Effective
Date"). In this role, he will oversee Intel's global finance organization. He
will also serve as Intel's principal accounting officer.
Mr. Zinsner, 53, will join Intel from Micron Technology, Inc., a manufacturer of
memory and storage products, where he most recently served as Executive Vice
President and Chief Financial Officer. From February 2018 to October 2021, he
served as Senior Vice President and Chief Financial Officer of Micron.
Previously, from April 2017 to February 2018, he served as the President and
Chief Operating Officer of Affirmed Networks, Inc. From January 2009 to April
2017, he served as Senior Vice President of Finance and Chief Financial Officer
of Analog Devices, Inc. From July 2005 to January 2009, Mr. Zinsner served as
Senior Vice President and Chief Financial Officer of Intersil Corporation.
In connection with his appointment as Chief Financial Officer, Intel entered
into an offer letter with Mr. Zinsner (the "Offer Letter") setting forth the
terms of his employment and compensation. Pursuant to the Offer Letter,
Mr. Zinsner's base salary will be $800,000, and he will be eligible for an
annual incentive cash bonus with a target amount of $1,320,000 under Intel's
Executive Annual Performance Bonus Plan and a quarterly incentive cash bonus
under Intel's broad-based quarterly bonus program. Mr. Zinsner will be granted
annual equity awards in January 2022 with an aggregate target value of
approximately $8,250,000, comprised of approximately 50% performance-based
restricted stock units ("PSUs") and 50% time-based restricted stock units
("RSUs").
The Offer Letter provides for certain new hire "make-whole" compensation to be
provided to Mr. Zinsner in the form of equity awards and a cash bonus, designed
primarily to make him whole for compensation that he forfeited upon his
departure from his prior employer. These include PSUs with a target value of
approximately $5,000,000, and RSUs with a target value of approximately
$12,000,000. In addition, Mr. Zinsner will receive a cash bonus of $2,000,000,
payable within 30 days following the Effective Date. In the event he voluntarily
terminates his employment or is terminated by Intel for cause within two years
of the payment date, he must repay the cash bonus on a prorated basis, as
described in the Offer Letter.
Mr. Zinsner's equity awards will be subject to the terms and conditions of
Intel's 2006 Equity Incentive Plan.
The foregoing description of Mr. Zinsner's compensation arrangements is
qualified in its entirety by reference to the Offer Letter, which is attached as
Exhibit 10.1 to this report.
Mr. Zinsner will also enter into Intel's standard form of officers'
indemnification agreement with Intel, pursuant to which Intel agrees to
indemnify its officers to the fullest extent permitted by applicable law and
subject to certain conditions to advance expenses in connection with proceedings
as described in the indemnification agreement.
In connection with the appointment of Mr. Zinsner as Chief Financial Officer,
George Davis will step down as Chief Financial Officer and principal accounting
officer as of the Effective Date and will serve as Executive Advisor until he
retires from Intel in May 2022.
Departure of General Manager of Client Computing Group
On January 5, 2022, Gregory M. Bryant, Executive Vice President and General
Manager of the Client Computing Group ("CCG") of Intel notified Intel of his
decision to resign, effective as of January 31, 2022, in order to pursue another
career opportunity.
Michelle Johnston Holthaus, Intel's Executive Vice President and General Manager
of the Sales, Marketing, and Communications Group ("SMG"), has been named to
replace Mr. Bryant as General Manager of CCG. While the company searches for a
new head of SMG, Ms. Holthaus will remain head of SMG and James Johnson, Intel's
Senior Vice President, CCG, will serve as the interim head of CCG effective
immediately.
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Item 7.01 Regulation FD Disclosure.
Intel's press releases, dated January 10, 2022, announcing the appointment of
Mr. Zinsner as Intel's Chief Financial Officer and the CCG leadership changes
are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this report.
The information in Item 7.01 of this report is furnished and shall not be
treated as filed for purposes of the Securities Exchange Act of 1934, as
amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided as part of this report:
Exhibit
Number Description
10.1 Offer Letter between Intel Corporation and David A. Zinsner dated
January 6, 2022.
99.1 Press release issued by Intel Corporation announcing the
appointment of Mr. Zinsner as Intel's Chief Financial Officer dated
January 10, 2022.
99.2 Press release issued by Intel Corporation announcing CCG leadership
changes dated January 10, 2022.
104 Cover Page Interactive Data File, formatted in Inline XBRL and
included as Exhibit 101.
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