Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Election of New Director.
On
(e) Compensatory Arrangements of Certain Officers.
Amendments to Chief Executive Officer's 2021 New Hire Performance-Based Equity Awards
The Compensation Committee ("Committee") of the Board and
--------------------------------------------------------------------------------
The following is a summary of the Amendments:
1. Performance Options. OnFebruary 15, 2021 (the "Grant Date"),Mr. Gelsinger was granted performance-based stock options ("Performance Options") that may be exercised only if Intel's stock price appreciates by 30% or more from a baseline stock price over the five-year period following the Grant Date. The terms of the Performance Options were amended to increase the performance stock price hurdle from 30% appreciation ($64.54 ) to 50% ($74.47 ). In addition, the terms of the Performance Options were amended to increase the period during which Intel's stock price must be maintained at or above the amended performance stock price hurdle to achieve payout from 30 consecutive trading days to 90 calendar days. 2. Strategic Growth PSUs. On the Grant Date,Mr. Gelsinger was granted performance stock units ("Strategic Growth PSUs") that may be earned based on the appreciation in Intel's stock price from a baseline stock price over the five-year period following the Grant Date and on the achievement of the threshold, target, or maximum stock price appreciation goals. The terms of the Strategic Growth PSUs were amended to remove the ability to vest and be paid out a portion of the award on the third anniversary of the Grant Date, and the Strategic Growth PSUs instead - and only to the extent the applicable performance stock price hurdle has been achieved - will vest on the fifth anniversary of the Grant Date. In addition, the terms of the Strategic Growth PSUs were amended to increase the period during which Intel's stock must be maintained at or above the applicable performance stock price hurdle to achieve payout from 30 consecutive trading days to 90 calendar days. Similarly, the provision of the Strategic Growth PSUs that caps payout at target if at least the threshold stock price hurdle is not maintained for a period of time at the end of the five-year performance period was amended to increase such period from 30 consecutive trading days to 90 calendar days. . . .
Item 7.01 Regulation FD Disclosure.
Intel's press release dated
Item 8.01 Other Events.
Compensation Program Changes and Commitments
Additionally, after careful review and deliberation of the feedback Intel
received from its stockholders during extensive engagement regarding the
Company's core compensation programs and disclosures, the Committee on
--------------------------------------------------------------------------------
Long-Term Incentive ("LTI") Program
• Added a cap at target payout on any relative TSR metric used under the performance stock unit ("PSU") program in the event the Company's absolute TSR is negative. • Other thanMr. Gelsinger , adjusted the LTI equity mix to 60% PSUs and 40% restricted stock units ("RSUs") (previously 50% PSUs and 50% RSUs).Mr. Gelsinger's LTI equity mix will remain 80% PSUs and 20% RSUs. • Changed the vesting schedule for RSU awards to vest in three annual installments over three years from the grant date (previously in 12 quarterly installments).
Cash Bonus
• Removed the NEOs from participation in the Company's quarterly performance bonus program ("QPB"), effectiveJanuary 1, 2022 forMr. Gelsinger and effectiveJanuary 1, 2023 for all other NEOs.
Commitments
• Committed that by no later than 2025 the PSU program will be based on multi-year performance goals instead of the current approach of setting performance goals annually and then averaging the results at the end of the three-year performance period. • Committed to not use stock price growth as the sole metric for any future NEO new-hire inducement awards. • In the very unlikely situation in the future that the Committee later modifies performance goals that were previously set under the incentive programs, committed to cap payouts at 100% of target of the revised goals. • Committed to further enhancing disclosures of the qualitative objectives and key results of the One Intel goals under the Executive Annual Performance Bonus Plan, to the extent practical without disclosing competitively harmful information. • Committed to continue the Committee's annual practice of assessing the appropriate comparator index for Intel when using a relative TSR metric in the Company's incentive programs and continue to solicit stockholder input around compensation design for our NEOs.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided as part of this report:
Exhibit Description 10.1 First Amendment to Option Agreement (Performance Options) between Intel andPatrick Gelsinger , datedNovember 18, 2022 . 10.2 First Amendment to Restricted Stock Unit Agreement (Strategic Growth PSUs) between Intel andPatrick Gelsinger , datedNovember 18, 2022 . 10.3 First Amendment to Restricted Stock Unit Agreement (Outperformance PSUs) between Intel andPatrick Gelsinger , datedNovember 18, 2022 . 99.1 Press Release issued by Intel titled "Intel Elects Barbara G. Novick to Board of Directors," datedNovember 22, 2022 . 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101
--------------------------------------------------------------------------------
© Edgar Online, source