At CES 2026, Intel launched the Intel Core Ultra Series 3 processors (previously code-named Panther Lake). Powering over 200 designs from leading, global partners, Series 3 will be the most broadly adopted and globally available AI PC platform Intel has ever delivered. It is the first compute platform built on Intel 18A, the most advanced semiconductor process technology designed and manufactured in the United States.
Intel 18A introduces two breakthrough industry technologies: RibbonFET (gate-all-around transistors) and PowerVia (backside power delivery). We expect Intel 18A and its derivates to be the key manufacturing process technology for multiple generations of our future client and server CPU products, and are seeking to establish Intel 18A as our first significant foundry node for government and commercial customers.
Table of Contents
Letter from Your Board Chair 2
Meeting Notice and Voting Roadmap 4
Proposal 1: Election of11Directors
Governance
Governance Highlights 6Governance Section Roadmap 7
Board Overview 8
Board Skills 10
Director Skills / Experience Matrix 10Director Nominees 12
Director Biographies 12Board Composition and Refreshment 18
Director Independence 18Director Commitments / Other Public Board Service 18
Board Leadership Structure 19
Board Self-Evaluations 19
Board Structure and Oversight 20
Board Committees 20Strategy and Business 22
Management Succession Planning 23
Enterprise Risk Management 24
Cybersecurity 25
Corporate Social Responsibility 25
Stockholder Engagement 26
Share Ownership 27
Director Compensation 28
Independence and Related Party Transactions 30
Proposal 2: Ratification of Selection of Independent 32 Registered Public Accounting Firm
Audit Auditor Fees 32
Considerations in Re-Engaging EY 33
Audit Committee Report 34
Proposal 3: Advisory Vote on Executive Compensation (Say-on-Pay)
36
Compensation Compensation Highlights 36
Compensation Section Roadmap 37
Compensation Committee Letter 38
Compensation Discussion and Analysis 40
Executive Summary 40
NEOs for 2025 40New CEO Compensation Package 42
2025 Elements of Pay 44
2025 Incentive Program Results 45
Say-on-Pay Response and Stockholder Engagement 45
Compensation Setting Process 46
Peer Group 47Independent Compensation Consultant 47
2025 NEO Compensation 48
Individual Performance Goals 51Equity Incentive Compensation 53
2026 Compensation Program Changes 56
Other Executive Compensation Information 57
Post-Employment Compensation Arrangements 57Stock Ownership Guidelines 60
Compensation Committee Report 61
Executive Compensation Tables 62
Summary Compensation Table 62Grants of Plan-Based Awards Table 66
Stock Option Exercises and Stock Vested Table 67
Outstanding Equity Awards Table 68
Pension Benefits Table 70
Deferred Compensation Table 71
Potential Post-Employment Payments 73
CEO Pay Ratio 76
Pay Versus Performance 77
Equity Incentive PlansProposal 4: Approval of Amendment and Restatement of the 2006 Equity Incentive Plan
80
Proposal 5: Approval of Amendment and 89
Restatement of the 2006 Employee Stock Purchase Plan (ESPP)
Equity Compensation Plan Information 93
Stockholder ProposalsProposal 6: Requests a Report on Risk of94 China Exposure | |
Proposal 7: Requests a Report on Intel's Human96 Rights Due Diligence Process |
Proposal 8: Requests an Enduring Policy Separating 98
the Chair and CEO Roles
Additional Information2026 Annual Meeting 100
2027 Annual Meeting Proposals and Nominations 103
Delinquent Section 16(a) Reports 103
Financial Statements 104
Communicating with Us 104
Forward-Looking Statements 104
AppendicesAppendix A: Equity Incentive Plan A-1
Appendix B: Employee Stock Purchase Plan B-1
Helpful ResourcesOn behalf of Intel's Board of Directors, we are making these materials available to you beginning on or about March 23, 2026 in connection with our solicitation of proxies for our 2026 Annual Meeting.
Letter from Your Board Chair
Dear Fellow Stockholders,
A Year of Reinvention
2025 was a defining year for Intel. It was a year of intense engagement and decisive action by both the management team and your Board, reflecting the successful leadership transition early in the year. We continued the work of reinventing Intel and its culture, and strengthening the foundations for long-term value creation. This required clarity, urgency and sustained oversight from your Board.
Reinventing Intel is a disciplined, multiyear effort to restore execution excellence, strengthen our financial foundation and re-establish the innovation engine that has long defined the company. The work underway in 2025 marked a critical step in that journey.
We deepened our relationship with the U.S. government, reflecting the critical role Intel plays in expanding the domestic semiconductor industry.
Leadership and Reinvention
Central to this reinvention was the appointment of Lip-Bu Tan as Chief Executive Officer.
Lip-Bu stepped into the role with a clear mandate: sharpen Intel's strategic focus, re-establish trust with our customers, strengthen accountability and accelerate disciplined execution. The Board worked in close partnership with Lip-Bu from the outset of his tenure -aligning on priorities - as he refocused and clarified Intel's strategy and began reinforcing an engineering-centric, customer-focused culture grounded in performance
and accountability.
Under Lip-Bu's leadership, Intel is restoring its operational rigor and making decisions designed to position the company to compete and win in an increasingly dynamic technology landscape. The Board has strong conviction in his leadership and in the direction now underway.
Deep Board Engagement in 2025
Reinvention requires more than leadership change. It demands the sustained efforts of Lip-Bu and the leadership team, together with Board engagement across our core responsibilities.
Throughout 2025, your Board:
Worked with Lip-Bu and his team to refine Intel's strategy to align capital and resources to our highest priority opportunities and competitive advantages;
Supported key senior leadership appointments, including through compensation and incentive structures designed to align performance, accountability and long-term stockholder value;
Maintained rigorous oversight of operational, financial and strategic risks; and
Communicated directly with stockholders.
This level of engagement reflects our belief that Intel's transformation must be comprehensive and sustained. There are no shortcuts, but there is measurable progress.
During 2025, Intel advanced important milestones across its technology and manufacturing roadmap, including continued progress on Intel 18A and
Intel 14A, and stronger alignment between product innovation and manufacturing execution.
Milestones and Value Creation
We also improved operational discipline, reinforced cost controls and took deliberate actions to enhance financial resilience.
These steps are foundational. They restore credibility with customers, strengthen competitiveness and re-establish Intel's capacity to lead in a world increasingly defined by AI, advanced computing and trusted manufacturing.
Governance, Engagement and Refreshment
Board composition continues to be an important Board focus. Since 2024, we have added four independent directors, ensuring the Board reflects the skills, experiences and independence necessary to address future opportunities and challenges and to oversee a company of Intel's scale and strategic importance.
We remain committed to strong governance and active stockholder engagement. Over the past year, our stockholder engagement program connected with investors representing a significant portion of our outstanding shares. Your feedback has informed our oversight and helped shape our priorities.
In November 2025, we appointed Dr. Craig H. Barratt as an independent director. Craig brings more than three decades of leadership experience across the semiconductor and broader technology industries, including serving as CEO of Atheros Communications and in senior roles at Qualcomm, Intel and Google. His technology and operational expertise and industry perspective strengthen the Board as we guide Intel through its next phase.
A Leadership Transition
After 17 years of service on Intel's Board, including the past three as Chair, I have decided not to stand for re-election at the 2026 Annual Meeting. With a new CEO in place, it's the right time for a transition to a new Chair to partner with the CEO and the Board for the next stage of the journey.
It has been a privilege to serve during one of the most consequential periods in the company's history. During this time, the Board has acted to strengthen leadership, maintain strong governance and reinforce financial discipline while working closely with and supporting management as we reposition Intel for long-term competitiveness.
With a clear and credible strategic direction, a stronger balance sheet, improved customer engagement and meaningful progress on our product and technology roadmap, this is the right moment to transition Board leadership.
As I depart, I have full confidence in Lip-Bu and our leadership team, in Craig as the new independent Chair, and in my other fellow directors. The company is in very strong hands.
Looking Ahead with Confidence
Your Board is firmly committed to Intel's critical role in the global technology ecosystem and its success. Our focus is clear: ensure the company is positioned to serve customers with excellence, lead in innovation, and deliver durable, long-term returns for stockholders.
The Board has great confidence in the steps taken to reassert Intel's leadership and remains fully committed to disciplined oversight and long-term value creation.
Thank you for your continued trust and support. Sincerely,
Frank D. Yeary
Chair of the Board
Meeting Notice and Voting Roadmap
How to Attend
Stockholders may attend the virtual annual meeting by visiting the meeting website: https://www.virtualshareholdermeeting.com/Intel26
How to Vote
Date: Wednesday, May 13, 2026
Time: 9:00 A.M. Pacific Time
Stockholders as of the close of business on the record date, March 16, 2026, are entitled to vote at the meeting. You may vote:
ONLINE at
https://www.proxyvote.com.
You may also vote online during the annual meeting and/or submit questions at the meeting website (see above).
BY PHONE
by calling the applicable number:
For stockholders of record:
(800) 690-6903
For beneficial stockholders:
(800) 454-8683
BY MAIL if you have received a printed version of these
proxy materials.
SCAN this code to your phone to receive all of the meeting details.
This 2026 Proxy Statement and Notice of Annual Meeting and the 2025 Annual Report on Form 10-K are available at https://www.intc.com. For additional details on how to access the meeting, and more information, including for beneficial holders, see "Additional Information" on page 100.
Items of Business
The Board recommends that you vote "FOR" each director nominee.
Election of 11 Directors
Through regular refreshment, we have built a Board that is highly qualified, engaged and independent. We believe our Board possesses the necessary skills, experiences and mix of backgrounds and perspectives to effectively oversee our business and strategic initiatives and represent the long-term interests of our stockholders.
Upon the recommendation of the Governance Committee, the Board has nominated the following 11 current directors for election to serve as directors until our 2027 Annual Meeting. See page 6
Proposal 1:
Craig H. Barratt Former CEO of Atheros Communications
James J. Goetz
Partner at Sequoia Capital
Andrea J. Goldsmith President & Professor of Electrical and Computer Engineering at Stony Brook
Alyssa H. Henry Former Square CEO at Block
Eric Meurice
Former CEO & President of ASML
Barbara G. Novick
Co-founder, Former Vice Chairman and Senior Advisor at BlackRock
Steve Sanghi
CEO & President of Microchip Technology
Gregory D. Smith Former CFO & EVP, Enterprise Operations of Boeing
Stacy J. Smith Executive Chairman at Kioxia
Lip-Bu Tan
CEO, Intel
Former CEO of Cadence Design Systems
Dion J. Weisler
Former CEO & President of HP
Proposal 2: | Ratification of Selection of Independent Registered Public Accounting Firm |
The Board recommends that you vote "FOR" this proposal. | The Audit Committee considered a number of factors in re-engaging Ernst & Young LLP, our independent registered public accounting firm, including their independence, objectivity, track record, global footprint and deep semiconductor industry knowledge, experience and expertise. The committee is directly involved in the annual review and engagement of EY and believes their continued retention is in the best interests of Intel and its stockholders. See page 32 |
Proposal 3: | Advisory Vote on Executive Compensation (Say-On-Pay) |
The Board recommends that you vote "FOR" this proposal. | The Compensation Committee seeks to design an executive compensation program that is tied to our financial and operational performance, furthers our strategic objectives, supports strong compensation governance and pay-for-performance, and is responsive to stockholder feedback. See page 36 |
Proposal 4: | Approval of Amendment and Restatement of the 2006 Equity Incentive Plan |
The Board recommends that you vote "FOR" this proposal. | Increasing the number of shares issuable under the plan and extending the term of the plan is in the best interest of stockholders as it is necessary for us to have sufficient equity awards available for attracting, motivating and retaining talent. The plan was used to grant equity awards to more than 73% of our employees in 2025. See page 80 |
Proposal 5: | Approval of Amendment and Restatement of the 2006 Employee Stock Purchase Plan (ESPP) |
The Board recommends that you vote "FOR" this proposal. | Increasing the number of authorized shares under the ESPP and extending the term of the ESPP is in the best interest of stockholders as the ESPP offers employees the opportunity to purchase common stock of Intel, enables the company to compete for talent in markets in which we operate and helps motivate and retain employees with a market-competitive benefit at a reasonable cost to stockholders. See page 89 |
Proposals 6-8: | Stockholder Proposals |
Proposal 6 - Requests a Report on Risk of China Exposure | |
The Board recommends that you vote "AGAINST" these proposals. | Proposal 7 - Requests a Report on Intel's Human Rights Due Diligence Process Proposal 8 - Requests an Enduring Policy Separating the Chair and CEO Roles See page 94 |
Important Notice Regarding The Internet Availability of Proxy Materials for the Annual Meeting to Be Held on May 13, 2026
Our Board solicits your proxy for the 2026 Annual Meeting and any postponement or adjournment of the meeting for the matters set forth herein.
Governance
Election of 11 Directors | |
Proposal 1 | Through regular refreshment, we have built a Board that is highly qualified, engaged and independent. We believe our Board possesses the necessary skills, experiences and mix of backgrounds and perspectives to effectively oversee our business and strategic initiatives and represent the long-term interests of our stockholders. What am I voting on? |
Upon the recommendation of our Governance Committee, our Board has nominated the 11 individuals listed in the "Director Nominees" section (see page 12) to serve as directors until our 2027 Annual Meeting. Each nominee currently serves on the Board and was elected at the 2025 Annual Meeting, except that Dr. Barratt was appointed to the Board on November 10, 2025. | |
The Board recommends that you vote "FOR" each director nominee. | Each director's term runs from the date of their election until our next annual meeting and until their successor (if any) is elected or appointed. If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the Board may reduce the size of the Board or may designate a substitute nominee and the individuals named as proxies may vote for the election of any such substitute nominee. Alternatively, the proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date. However, we have no reason to believe that any of the nominees will be unwilling or unable to serve at the time of the Annual Meeting. |
Governance Highlights
Accountable to Stockholders
Annual election of directors by majority vote with resignation policy for any director not receiving a majority vote
Proxy access (3%, 3 years, 20% of board)
Stockholder ability to call special meetings (15% threshold)
No poison pill
Stockholder Voting Rights in Proportion to Economic Interest
One vote per share, with no dual-class share structure
Proactive and Responsive to Stockholders
Proactive year-round stockholder engagement with director participation
History of Board responsiveness to stockholder feedback
Strong Independent Leadership Structure
Independent Board Chair
Annual review of Board leadership structure
Independent directors meet in executive session at least four times annually
Practices that Enhance Board Effectiveness
Annual Board and committee self-evaluations
Annual review of skills, experiences, backgrounds and contributions of individual directors
Active Board refreshment process to evaluate and enhance Board skills
Director "overboarding" limits
Director age (75) limit
No restrictions on directors' access to management or employees
Board and committees can hire outside advisors independent of management
Robust Board-level oversight of strategy and business, human capital management, enterprise risk management, ethics, legal and regulatory matters, cybersecurity and corporate social responsibility
Management Incentive Structures Aligned with Long-Term Strategy
Compensation Committee annually reviews program design
Short- and long-term incentive programs designed to reward financial and operational performance that furthers strategy and aligns with stockholder interests
Governance Section Roadmap
1
Board OverviewSee pages 8-9
Overview of the director nominees, including key skills and experiences, the committees they serve on and the other public company boards they sit on
Statistical information on the director nominees and Board as a whole
2
Board SkillsSee pages 10-11
Skills matrix utilized by the Governance Committee and the Board in assessing Board composition and identifying areas for potential future enhancement
Descriptions of relevant skills/experiences, identification of directors with such skills/ experiences and independent director nominees experience highlights
3
Director NomineesSee pages 12-17
Biographical information for each of the director nominees, including a brief description of their occupation, business experience and primary qualifications, attributes and skills that the Governance Committee considered in recommending them as director nominees and that the Board considered in nominating them
4
Board Composition and Refreshment See pages 18-19Governance Committee and Board processes with respect to assessing Board composition, including relevant skill/experiences, independence and focus and attention of directors
Processes for identification of new director candidates, consideration of the annual stockholder vote, description of the conditional resignation policy for directors not re-elected at the annual meeting, solicitation of feedback on Board composition through stockholder engagement, and annual Board self-evaluation
Board leadership structure, including independent Board Chair
5
Board Structure and Oversight See pages 20-256
Stockholder Engagement See page 26Overview of the Board and its committees, including key responsibilities, recent activities and focus areas, committee memberships and meetings
Key Board responsibilities: strategy and business; human capital management; enterprise risk management; ethics, legal and regulatory matters; cybersecurity; and corporate social responsibility
Stockholder engagement cycle and Board philosophy and approach to engagement
Off-season engagement details, including scope of outreach, meetings held and key topics discussed
7
Share Ownership See page 27Intel stock ownership of our directors, named executive officers and current directors and executive officers as a group
Beneficial owners of more than 5% of Intel common stock
8
Director Compensation See pages 28-29Board approach to and annual review of director compensation, including Governance Committee engagement of an independent compensation consultant to provide benchmarking data and advice
Non-employee director stock ownership guidelines
Director and committee retainers and equity awards, director compensation table and outstanding equity awards held by directors
9
Independence and Related Party TransactionsSee pages 30-31
Governance Committee and Board assessments as to the independence of our director nominees (10 of our 11 director nominees are independent)
Related party transaction processes overseen by the Audit Committee and related party transactions since the beginning of 2025
Age: 63
Board Overview
1
Craig H. Barratt
Former CEO of Atheros Communications
Brings deep semiconductor, computer networking and connectivity experience from his career in senior leadership roles at leading networking companies. Among other accomplishments, as CEO of Atheros
Age: 55
Alyssa H. Henry
Former Square CEO, Block
Brings 25+ years of experience in software engineering and development of database and storage technologies, which is particularly useful as Intel seeks to address the evolving data center market and AI
Director Since:
2025
Committees:
None
Communications he led the company through its IPO and later sale to Qualcomm.
Public Boards: Astera Labs
Intuitive Surgical
Director Since:
2020
Committees: Compensation Governance
opportunities, as well as substantial senior leadership experiences overseeing successful expansions of business into other technology services.
Public Boards: Samsara
New Director - 2025 Future Board Chair - May 2026 | ||||||
Skills/Experiences: | ||||||
Semi/ Em Bus Globe Tech Tech Dev /Int | Sales | Hum Cap | Snr Ldr | Fin | Cyber | Pub Co |
Age: 60
Director Since:
2019
Committees: Compensation Governance
James J. Goetz
Partner at Sequoia Capital
Brings a keen understanding of evolving technologies and a strong track record of helping companies capitalize on disruptive innovation as a long-tenured partner at a venture capital firm, as well as substantial operating experience, a growth mindset and significant private and public company board experience.
Public Boards: Palo Alto Networks
Age: 69
Director Since:
2024
Committees:
Audit Financial Expert
Eric Meurice
Former CEO & President, ASML
Brings deep semiconductor industry expertise through his leadership of the world's largest supplier of advanced lithography systems, including the extreme ultraviolet (EUV) lithography used in current leading-edge semiconductor manufacturing processes. He also brings a depth of government, legal, regulatory and policy experience from ASML's key geopolitical role in the semiconductor supply chain.
Public Boards: IPG Photonics
Skills/Experiences:
Semi/ Op/ Em Bus Globe Sales Hum Snr Fin Govt, Pub Tech Man Tech Dev /Int Cap Ldr Leg Co
Age: 61
Director Since:
2021
Committees: Audit Governance
Andrea J. Goldsmith
President & Professor of Electrical and Computer Engineering, Stony Brook University
Brings considerable industry and technical understanding as an accomplished academic, engineer, inventor and entrepreneur (known for her highly acclaimed foundational work in wireless communications), and is also a strong advocate for promoting opportunity and access across the STEM disciplines.
Public Boards: Crown Castle
Age: 65
Director Since:
2022
Committees:
Governance Chair
Barbara G. Novick
Co-founder, Former Vice-Chair, & Senior Advisor, BlackRock
Brings deep experience in investment, finance and public policy, as well as broad business acumen, as the co-founder and former leader of the largest global asset manager, enabling her to be a strong advocate for the interests of Intel's stockholders as Intel continues its strategic transformation.
Public Boards: None
Pub Co
Pub Co
Govt, Leg
Globe/ Hum
Int Cap
Bus Dev
Em Tech
Semi/ Tech
Skills/Experiences:
Pub Co
Cyber
Snr Ldr
Bus Dev
Em Tech
Semi/ Tech
Skills/Experiences:
Cyber
Snr Ldr
Sales
Snr Ldr
Hum Cap
Sales
Globe
/Int
Bus Dev
Skills/Experiences:
Skills/Experiences:
Semi/ Tech
Em Tech
Govt, Leg
Globe/ Int
Age: 70
Director Since:
2024
Committees:
Compensation
Steve Sanghi
CEO & President, Microchip Technology
Brings deep semiconductor industry, operating and manufacturing, emerging technologies, business development and M&A experience from his 30 years as CEO of a leading semiconductor company, during which period he helped transform the company from a small non-volatile memory products company to a leading embedded control solutions provider, including through over 20 acquisitions.
Public Boards: Impinji
Microchip Technology
Age: 66
Director Since:
2022
Committees:
None
Lip-Bu Tan
CEO, Intel
Brings software and semiconductor expertise from his 12 years as CEO of Cadence Design Systems, a computational software company providing solutions for the design and development of complex semiconductor chips and electronic systems, as well as deep industry relationships from his decades of investments in the semiconductor industry and public company board experience.
Public Boards: Schneider Electric
Skills/Experiences:
Semi/ Em Bus Globe Sales Hum Snr Fin Pub Tech Tech Dev /Int Cap Ldr Co
Skills/Experiences:
Semi/ Op/ Em Bus Globe Sales Hum Snr Fin Govt, Pub Tech Man Tech Dev /Int Cap Ldr Leg Co
Age: 59
Director Since:
2017
Committees:
Audit Financial Expert
Gregory D. Smith
Former CFO & EVP, Enterprise Operations, Boeing
Brings operational and financial expertise as the former CFO of the world's largest aerospace company, including significant international experience dealing with foreign governments on market access and regulation and business development experience, having overseen the venture capital arm of Boeing.
Public Boards: American Airlines
Age: 58
Director Since:
2020
Committees:
Compensation Chair
Dion J. Weisler
Former CEO & President, HP
Brings technical industry knowledge and a deep understanding of the Intel customer experience as the former CEO of HP, as well as valuable public company directorship experiences and a dedication to corporate responsibility, having championed inclusion and sustainability in prior leadership roles.
Public Boards: Thermo Fisher Scientific BHP
Qantas Airways
Skills/Experiences:
Op/ Man
Em Bus Globe Hum
Tech Dev
/Int
Cap
Snr Fin Cyber Govt, Pub Ldr Leg Co
Skills/Experiences:
Semi/ Op/ Tech Man
Em Tech
Bus Globe Sales Hum Snr Fin Cyber Pub
Dev /Int
Cap Ldr
Co
Age: 63
Director Since:
2024
Committees:
Audit Chair
Financial Expert
Stacy J. Smith
Executive Chair, Kioxia
Brings deep semiconductor industry, financial and accounting, operating and manufacturing, and sales, marketing and brand management expertise acquired over nearly 30 years of experience, including as the former Group President of Manufacturing, Operations & Sales and former EVP, CFO & Director, Corporate Strategy of Intel.
Public Boards: Autodesk
Kioxia
Retiring Director
Frank D. Yeary
Board Chair
The Board expresses its sincere gratitude and appreciation to Mr. Yeary for his distinguished service, leadership and significant contributions to Intel and its stockholders during his service on the Board and as Board Chair.
Mr. Yeary announced in February 2026 his intention to retire from the Board upon the conclusion of the 2026 Annual Meeting. As such, he is not standing for re-election at such meeting and Dr. Barratt will succeed him as Board Chair.
Skills/Experiences:
Semi/ Op/
Tech Man
Bus Dev
Globe Sales Hum
/Int
Cap
Snr Fin Pub
Ldr Co
2
Board Skills
Listed below are the skills and experiences we consider important for our director nominees in light of our current business strategy, structure, and market dynamics.
Skill and/or Experience
Strategic Skills | Semiconductor and Technology | Key to understanding the highly sophisticated design, manufacturing and assembly and test of semiconductor products, our R&D efforts, and the technology ecosystems and markets in which we participate, particularly as we seek to regain process technology competitiveness and develop a foundry business. |
Operating and Manufacturing | Valuable asset in overseeing our large scale global R&D, manufacturing and assembly and test organization, our significant capacity expansion plans, our strategy to transform the way the product and foundry parts of our organization interact with each other, and our efforts to develop a foundry business. | |
Emerging Technologies and Business Models | Important given Intel's highly competitive and rapidly changing industry, where emerging technologies, such as AI, and new business models can rapidly disrupt even the most well-thought-out strategy. | |
Business Development and M&A | Provides insight into developing and implementing business growth strategies, assessing "make" vs. "buy" decisions, analyzing the "fit" of a proposed acquisition, valuing transactions, assessing management's plans for integration and unlocking stockholder value. | |
|
Global/International | Provides valuable business and cultural perspectives for Intel's global R&D, manufacturing, assembly and test, and sales (with the majority of our revenue coming from non-U.S. sales), with continued international investments and manufacturing capacity expansions. | |
Sales, Marketing and Brand Management | Provides expertise and guidance as we seek to grow sales of our products and foundry services, and enhance our brand. | |
|
Human Capital | Of importance to attracting and retaining top talent in a highly competitive market for senior technology leaders, including in areas such as high performance and cloud computing and AI, as we seek to deliver on our growth and transformation strategy. | |
Core Competencies | Senior Leadership | Provides an ability to analyze, shape and oversee the execution of important operational and policy issues. Positions at businesses or organizations that are global, face significant competition or involve technology or other rapidly evolving business models are particularly helpful. |
Financial | Knowledge of financial markets and accounting and financial reporting enables oversight of Intel's capital structure, financing and investing activities, efforts to improve our operational efficiencies, and our financial reporting and internal controls. | |
Cybersecurity | Experience managing cybersecurity and information security risks or understanding the cybersecurity threat landscape provides valuable knowledge and guidance to the Board in its oversight of the company's broad and significant cybersecurity and product security risks. | |
Government, Legal, Regulatory and Policy | Government, regulatory and policy experience is valuable as we engage with governments around the world on significant regulatory and public policy issues, including emerging technologies, such as AI, trade and export control regulations, and government support for the semiconductor industry and supply chain. | |
Public Company Board | Provides understanding of good public company board and corporate governance practices, board dynamics and operations, the board-CEO/senior management relationship, stakeholder expectations and responsiveness, and appropriate oversight as the company undergoes significant transformation. |
NEW
Weisler
2025 CEO
Barratt | Goetz | Goldsmith | Henry | Meurice | Novick | Sanghi | G. Smith | S. Smith | Tan | Highlights - Independent Director Nominees |
Goldsmith - Prof. of Electrical Engineering, Stony Brook Meurice - CEO, ASML Semi/Tech Sanghi - CEO, Microchip Technology S. Smith - Grp. Pres., Manufacturing, Ops. & Sales, Intel | ||||||||||
Op/Man
Meurice - CEO, ASML
Sanghi - CEO, Microchip Technology
S. Smith - Grp. Pres., Manufacturing, Ops. & Sales, Intel
Weisler - CEO, HP and COO, Lenovo
Em Tech
Barratt - CEO, Atheros Communications Henry - Square CEO, Block and VP, Amazon Goetz - Partner, Sequoia Capital
Goldsmith - Co-founder and CTO, Plume WiFi
Bus Dev
Barratt - CEO, Atheros Communications
Goetz - Partner, Sequoia Capital
Novick - Co-founder and Vice Chair, BlackRock
Sanghi - CEO, Microchip Technology
Glob/Int
Meurice - CEO, ASML
G. Smith - CFO, Boeing
Sanghi - CEO, Microchip Technology
Weisler - CEO, HP and COO, Lenovo
Sales
Barratt - CEO, Atheros Communications
Henry - Square CEO, Block and VP, Amazon
Novick - Global Acct. Mgmt. Group Head, BlackRock
S. Smith - Grp. Pres., Manufacturing, Ops. & Sales, Intel
Hum Cap
Barratt - CEO, Atheros Communications
Goldsmith - President, Stony Brook
Novick - Co-founder and Vice Chair, BlackRock
G. Smith - CFO, Boeing
Snr Ldr
Goetz - Partner, Sequoia Capital
Henry - Square CEO, Block and VP, Amazon Novick - Co-founder and Vice Chair, BlackRock Weisler - CEO, HP
Fin
Meurice - CEO, ASML
G. Smith - CFO, Boeing
Sanghi - CEO, Microchip Technology
S. Smith - CFO, Intel
Cyber
Goetz - Palo Alto Networks board
Henry - Square CEO, Block and VP, Amazon
G. Smith - EVP, Enterprise Operations, Boeing
Weisler - CEO, HP and COO, Lenovo
Govt, Leg
Goldsmith - U.S. President's Council of Advisors, IEEE, National Academy of Engineering
Meurice - CEO, ASML
Novick - Gov'n Relations & Pub Policy Head, BlackRock
Pub Co
Barratt - Astera Labs, Intuitive Surgical
Henry - Samsara
S. Smith - Autodesk, Kioxia
Weisler - Thermo Fisher, BHP Group, Qantas Airways
3
Director Nominees
This section provides biographical information for each of the director nominees, including a brief description of their occupation, business experience and primary qualifications, attributes and skills that the Governance Committee considered in recommending them as director nominees and that the Board considered in nominating them.
Skills/Experiences:
Craig H. BarrattIndependent
Director Since: 2025 Age: 63
Birthplace: Australia Committees: None
Future Board Chair - May 2026
The Board is currently composed of 12 directors. Effective at the Annual Meeting, the Board's size will be reduced to 11 directors.
Semi/ Tech
Em Tech
Bus Dev
Globe
/Int
Sales Hum Cap
Snr Ldr
Fin Cyber Pub
Co
Nominee Stats Independent91%
Racially/Ethnically Diverse18%
63 years
Average Age Board Stats4
New Independent Directors since 202489%
Women27%
Born Outside the United States55%
4 years
Average Tenure60
Board (17) and Committee (43) Meetings in 2025Experience Summary
Dr. Barratt brings deep semiconductor, cybersecurity and emerging technologies experience from his career in senior leadership roles at Qualcomm, Intel and Google and leading computer networking and connectivity companies. As a former CEO of multiple technology companies, including one that he took through an IPO, period of growth and later sale (Atheros Communications) and another that he led through a period of growth and subsequent sale (Barefoot Networks), he also brings extensive business development and M&A, global/ international, sales, marketing and brand management and financial experience. He also has extensive public company board experience at semiconductor and technology companies.
Executive Roles
Barefoot Networks, Inc., a computer networking company (acquired by Intel in 2019) and Intel Corporation
CEO and President of Barefoot (2017-2019)
Senior Vice President, leading Intel's ethernet, photonics and networking businesses (2019-2020)
Alphabet, Inc., a technology company (2013-2017)
CEO, Access and Energy
Senior Vice President at subsidiary Google LLC, leading Google Fiber and various internet access and energy projects
Atheros Communications, Inc., a semiconductor company that developed wireless and networking chipsets (acquired by Qualcomm, a technology company, in 2011) and Qualcomm Atheros (a subsidiary of Qualcomm)
CEO and President of Atheros Communications (2003-2011) and Vice President, Technology at Atheros Communications (2002-2003)
President of Qualcomm Atheros (2011-2013), leading the non-cellular wireless and networking product businesses
ArrayComm LLC, a wireless communications software company (1992-2002)
Various roles including Executive Vice President and General Manager, Chief Operating Officer and Vice President
of Engineering
Public Company Boards
Astera Labs, Inc., a fabless semiconductor provider of connectivity solutions for artificial intelligence and cloud infrastructure (since 2025)
Intuitive Surgical, Inc., a robotic-assisted surgery company
Weighted Average Attendance for Directors at Board and Committee Meetings in 2025(since 2011)
James J. GoetzIndependent
Director Since: 2019 Age: 60
Birthplace: United States Committees: Compensation
Governance
Skills/Experiences:
Semi/ Tech
Em Tech
Bus Dev
Snr Ldr
Cyber
Pub Co
Andrea J. GoldsmithIndependent
Director Since: 2021 Age: 61
Birthplace: United States Committees: Audit
Governance
Skills/Experiences:
Semi/ Tech
Em Tech
Bus Dev
Globe/ Hum
Int Cap
Govt, Leg
Pub Co
Experience Summary
Mr. Goetz brings to the Board senior leadership, technology, emerging technologies, business development and cybersecurity experience from his role as a partner of a venture capital firm, where he focuses on cloud, mobile and enterprise technology investments, as well as providing guidance and counsel to a wide variety of internet and technology companies, and his prior work in networks, data security and storage, software and manufacturing through various senior roles and other board experiences. He assembled and led a team that pioneered end-user performance management. His experience with internet and technology companies brings depth to the Board in areas that are important to Intel's business as it moves from a CPU to a multi-architecture xPU company, from silicon to platforms, and from a traditional IDM to a new, modern IDM.
Executive Roles
Sequoia Capital Operations LLC, a venture capital firm (2004-Present) - Partner
VitalSigns Software, a software design, development, and strategy company (1996-1999) - Co-founder
Public Company Boards
Palo Alto Networks Inc., a network security solution company (since 2004)
Prior Public Company Boards
Barracuda Networks Inc., a data security and storage company (2009-2017)
Ruckus Wireless Inc., a wireless (Wi-Fi) networking equipment manufacturer (2012-2015)
Experience Summary
Dr. Goldsmith brings to the Board semiconductor, emerging technologies, business development, public company board and government and regulatory experience. She is an accomplished academic, engineer, and inventor with more than two decades of experience at Stanford and Princeton in the fields of electrical engineering and applied science, with highly acclaimed, foundational work in wireless communications. Her research, which focused on the fundamental performance limits of wireless systems, especially with regard to 5G wireless, the mobile Internet of Things (IoT), smart grid design and the applications of communications and signal processing to biology and neuroscience, directly relates to Intel's data-centric business opportunities. As a Co-founder and Chief Technology Officer of Plume WiFi and Quantenna Communications, she gained valuable entrepreneurial, business development and emerging technologies experience.
Executive Roles
Stony Brook University (2025-Current)
President
Professor of Electrical and Computer Engineering
Princeton University (2020-2025)
Dean of Engineering and Applied Science
Arthur LeGrand Doty Prof. of Electrical and Computer Engineering
Stanford University (2012-2020) - Stephen Harris Prof. of Engineering
Plume WiFi (formerly Accelera, Inc.), a provider of
software-defined wireless networking technology (2010-2014) -Co-founder and Chief Technology Officer
Quantenna Communications (formerly mySource Communications, Inc.), a silicon chipset producer for high-speed, wireless networking (2005-2009) - Co-founder and Chief Technology Officer
Public Company Boards
Crown Castle Inc., a REIT and shared communications infrastructure provider (since 2018)
Prior Public Company Boards
Medtronic plc, a medical device company (2019-2025)
Notable Affiliations
U.S. President's Council of Advisors on Science and Technology (2021-2025) - Member
Institute of Electrical and Electronics Engineers - Fellow
Eric MeuriceSemi/
Em
Globe/
Sales
Snr
Cyber
Pub
Semi/ Op/ Em Bus Globe
Sales Hum Snr Fin
Govt, Pub
Tech
Tech
Int
Ldr
Co
Tech Man Tech Dev /Int
Cap Ldr
Leg Co
Independent
Director Since: 2024 Age: 69
Birthplace: France Committees: Audit Financial Expert
Skills/Experiences:
Alyssa H. HenryIndependent
Director Since: 2020
Age: 55
Birthplace: United States Committees: Compensation
Governance
Skills/Experiences:
Experience Summary
Ms. Henry brings senior leadership, technology, emerging technologies and business models, and information security experience to the Board from her executive experience at a mobile payment processing company, including overseeing its expansion into other technology services for small businesses, and by leading the software development segment of a multinational technology company that focuses on e-commerce, cloud computing, digital streaming and artificial intelligence. Her more than 25 years of experience in software engineering and development of database and storage technologies is particularly useful to the Board as Intel seeks to address the evolving data center market and
AI opportunities.
Executive Roles
Block Inc. (formerly Square, Inc.), a software, hardware and financial services provider for small businesses and individuals (2014-2023)
Square CEO (Feb 2023-Oct 2023 (retired))
Square Lead, and Block Infrastructure & Information Security Lead (2021-Feb 2023)
Seller Lead (2014-2021)
Amazon Inc., a multinational technology company (2006-2014)
VP, Amazon Web Services Storage Services
Director of Software Development for Ordering
Microsoft Corporation, a multinational technology company (1994-2006) - 12 years of engineering, program management, and product unit management roles, working on databases and data access technologies
Public Company Boards
Samsara Inc., a connected cloud operations software company (since 2024)
Prior Public Company Boards
Confluent Inc., a data infrastructure software company (2021-2026)
Unity Software Inc., a video game software development company (2018-2022)
Experience Summary
Mr. Meurice brings deep semiconductor, operating and manufacturing and emerging technologies experience to the Board from nearly a decade of leadership as CEO and President of ASML, the world's largest supplier of advanced lithography systems used to manufacture semiconductors. During that time, he also honed his business development and M&A, global/international, sales and marketing, finance and senior leadership experience as he led ASML through a period of expanded research and development and partnerships with Intel, Samsung and TSMC to support ASML's research and development, including the development of extreme ultraviolet (EUV) lithography used in current leading-edge semiconductor manufacturing processes. At ASML he also developed significant government, legal, regulatory and policy experience given ASML's key geopolitical role in the semiconductor supply chain.
Executive Roles
ASML Holding N.V., a semiconductor equipment manufacturing company (2004-2014)
Management Board Chair (2013-2014)
CEO and President (2004-2013)
Thomson SA, Television Division, an electronics manufacturer (2001-2004) - Executive Vice President
Dell Computer Corporation, a leading computer company
(1995-2001) - Vice President and General Manager, Southern and Eastern Europe
ITT Semiconductors, a discrete components and integrated circuits manufacturer (1989-1995) - Worldwide Marketing and Sales Director
Intel Corporation (1984-1989) - Various roles in product development and marketing for the automotive sector
Public Company Boards
IPG Photonics Corp., a maker of fiber lasers, amplifiers and laser diodes (since 2014)
Prior Public Company Boards
Global Blue Group Holding AG, a payment solutions provider (2018-2025)
Notable Affiliation/Accolade
Stanford University Graduate School of Business - Arjay Miller Scholar
Barbara G. NovickIndependent
Director Since: 2022
Age: 65
Birthplace: United States Committees: Governance Chair
Skills/Experiences:
Bus Dev
Globe
/Int
Sales
Hum Cap
Snr Ldr
Govt, Leg
Steve SanghiIndependent
Director Since: 2024 Age: 70
Birthplace: India Committees: Compensation
Skills/Experiences:
Semi/ Op/ Em Tech Man Tech
Bus Globe Sales Hum Snr Fin Govt, Pub
Dev /Int
Cap Ldr
Leg Co
Experience Summary
Ms. Novick brings to the Board a deep understanding of the needs and perspectives of investors gained during her more than 30-year career at BlackRock. She also brings to the Board senior leadership, global sales and public policy experience, having served on the Global Executive Committee, created and led the Global Account Management Group for all client segments, and established and led the Global Government Relations and Public Policy Group to provide a voice for investors. She has substantial human capital experience and extensive expertise unlocking stockholder value from having helped grow BlackRock into one of the world's largest asset management companies. Her experience as head of BlackRock's Global Investment Stewardship Group also provides insight into matters relating to corporate governance and stockholder engagement important to a public
company board.
Executive Roles
BlackRock Inc., an investment and asset management company (1988-Present)
Senior Advisor (2021-Present)
Head of Global Investment Stewardship (2018-2020)
Founder and Head of Global Government Relations and Public Policy Group (2009-2021)
Head of Global Account Management Group (1988-2009)
Co-founder and Vice Chairman (1988-2021)
Notable Affiliation/Accolade
Barron's - Barron's 100 Most Influential Women in US Finance (2020)
Fixed Income Analysts Society Hall of Fame - Inductee
Experience Summary
Mr. Sanghi brings deep semiconductor, operating and manufacturing, emerging technologies, business development and M&A, global/international, sales and marketing, human capital, senior leadership, and financial experience to the Board from his 30 years as CEO of Microchip Technology, a leading manufacturer of microcontroller, mixed-signal, analog, FPGA, timing, connectivity, non-volatile memory and Flash IP solutions for various embedded control applications. As CEO, he helped transform Microchip Technology from a small company focused on non-volatile memory products to a leading embedded control solutions, acquiring over 20 companies including Silicon Storage, Standard Microsystems, Micrel, Atmel and Microsemi.
Executive Roles
Microchip Technology Incorporated, a microcontroller, mixed-signal, analog and Flash-IP solutions company (1990-Present)
CEO and President (2024-Present)
Executive Chair of the Board (2021-2024)
CEO (1991-2021)
President (1990-2016)
COO (1990-1991)
Waferscale Integration, Inc., an EPROM and flash memory-based programmable systems-chips company (1988-1990) -Vice President, Operations
Intel Corporation (1978-1988) - General Manager of Programmable Memory Operations and other prior roles
Public Company Boards
Impinj, Inc., a manufacturer of radio-frequency identification devices and software (since 2021)
Microchip Technology Incorporated (since 1990)
Notable Affiliation/Accolade
Published author
Received the Dr. Morris Chang Exemplary Leadership Award from the Global Semiconductor Alliance in December 2022
Northern Arizona University renamed their College of Engineering, Informatics, and Applied Sciences to the Steve Sanghi College of Engineering
Stacy J. SmithOp/ Em Bus Globe
Hum
Snr
Fin
Cyber
Govt,
Pub
Semi/ Op/
Bus
Globe Sales Hum
Snr
Fin Pub
Man Tech Dev /Int
Cap
Ldr
Leg
Co
Tech Man
Dev
/Int Cap
Ldr
Co
Independent
Director Since: 2024 Age: 63
Birthplace: United States
Committees: Audit Chair, Financial Expert
Skills/Experiences:
Gregory D. SmithIndependent
Director Since: 2017
Age: 59 Birthplace: Canada
Committees: Audit Financial Expert
Skills/Experiences:
Experience Summary
Mr. Smith brings to the Board senior leadership, financial, human capital and global/international experience from his role as Executive Vice President and CFO of the world's largest aerospace company, with responsibility for the company's Enterprise Operations, Finance, Strategy and Shared Services organizations. He led the company's global financing arm, Boeing Capital, its corporate audit function, and its environmental, social and governance work. He also held a number of other key leadership roles, including Vice President of Finance, Corporate Controller and Chief Accounting Officer, and Vice President of Financial Planning and Analysis. In between his two stints at Boeing, he spent four years at Raytheon Company as Vice President of Investor Relations. He brings substantial global/international and business development and M&A experience to the Board from his enterprise performance and strategy role at Boeing. His responsibilities also included Boeing HorizonX, the venture capital arm of Boeing that identified and invested in start-ups that are developing emerging technologies in markets such as cybersecurity, AI and machine learning, and autonomous systems, among others. He also has extensive government, legal, regulatory and policy experience in dealing with foreign governments, including on issues related to market access and the regulation of business and investment. He also brings operating and manufacturing experience to the Board, having overseen Boeing's manufacturing, operations, supply chain, quality and program management teams.
Executive Roles
G2 Equity Partners, LLC, a private equity firm (2024-Present) -CEO and Co-founder
The Boeing Company (Boeing), the world's largest aerospace company (2008-2021)
CFO and EVP, Enterprise Operations (2020-2021 (retired))
CEO and CFO (Dec 2019-Jan 2020)
CFO and EVP, Corporate Development & Strategy (2015-2017)
EVP, CFO (2012-2015)
Raytheon Company, an aerospace and defense conglomerate (2004-2008) - VP, Global Investor Relations
Public Company Boards
American Airlines Group, Inc., a U.S. airline (since 2022)
Experience Summary
Mr. Smith brings an extensive breadth of semiconductor, operations and manufacturing and sales, marketing and brand management experience, with significant senior leadership and human capital experience, acquired from numerous roles at Intel, such as Group President of Manufacturing, Operations and Sales (MOS) and Chief Financial Officer (which role he held for nearly a decade). He also brings strategic thinking and analytical skills in the context of business development and M&A as evidenced from his roles across finance as Chief Financial Officer, Director of Corporate Strategy and Group President of MOS, in addition to technical expertise from his role as Chief Information Officer. He has a wealth of global/international experience having led teams across the United States, Europe, Latin America and Asia. He has also served on multiple public company boards for more than two decades and has helped take two
companies public.
Executive Roles
Kioxia Corporation, formerly Toshiba Memory Corporation, a Japanese flash memory and SSD company (2018-current) -Executive Chair of the Board
Intel Corporation (1988-2018)
Group President, Manufacturing, Operations & Sales (2017-2018)
CFO (2007-2016)
Other prior roles include Chief Information Officer and EMEA Sales and Marketing
Public Company Boards
Autodesk Inc., multinational software products and services company (since 2011)
Kioxia Corporation (since 2018)
Prior Public Company Boards
Wolfspeed Inc., a wide-bandgap semiconductor developer and manufacturer (2023-2025)
Virgin America Inc., a U.S. airline (2014-2016)
Lip-Bu TanChief Executive Officer
Director Since: 2022
Age: 66
Birthplace: Malaysia Committees: None
Skills/Experiences:
Semi/ Em
Tech Tech
Bus Dev
Globe Sales Hum
/Int
Cap
Snr Fin Pub
Ldr Co
Dion J. WeislerIndependent
Director Since: 2020 Age: 58
Birthplace: Australia Committees: Compensation Chair
Skills/Experiences:
Semi/ Op/ Em Bus Globe Sales Hum Snr Fin Cyber Pub Tech Man Tech Dev /Int Cap Ldr Co
Experience Summary
Mr. Tan was appointed CEO of Intel in March 2025. He was a director of Intel from 2022 through August 2024, and was reappointed to the Board upon his becoming CEO. Mr. Tan is a highly accomplished semiconductor industry leader, having previously served for 12 years as the CEO of Cadence Design Systems, a computational software company providing solutions used to design and develop complex semiconductor chips and electronic systems. He is also the founder and chairman of an international venture capital firm and the founding managing partner of two other funds. Mr. Tan brings to the Board deep semiconductor and technology, senior leadership, global/ international, financial, human capital, sales and marketing, emerging technologies and business models, business development and M&A and public company board experience.
Executive Roles
Walden International, an international venture capital firm (1987-Present) - Founder and Chairman
Celesta Capital, a venture capital firm (2013-Present) -Founding Managing Partner
Walden Catalyst Ventures, a venture capital firm (2021-Present) - Founding Managing Partner
Cadence Design Systems, Inc., a computational software company
Executive Chair of the Board (2021-2023)
CEO (2017-2021)
CEO and President (2009-2017)
Public Company Boards
Schneider Electric SE, a digital automation and energy management company (since 2018)
Prior Public Company Boards
Credo Technology Group Holding Ltd., a connectivity solutions provider (2019-2025)
Cadence Design Systems, Inc., a computational software company (2004-2023)
Notable Affiliation/Accolade
University of California, Berkeley's College of Engineering and Division of Computing, Data Science, and Society -Advisory board member
Semiconductor Industry Association - Robert N. Noyce Award recipient, association's highest honor (2022)
Experience Summary
Mr. Weisler brings to the Board semiconductor and technology, operating and manufacturing, senior leadership, global/international, emerging technologies and cybersecurity experience from his more than 35 years of experience in the computer industry. From his role as CEO and President of HP, one of the world's largest technology companies, he also has financial expertise and extensive experience managing human capital and executing a business development and M&A strategy. He also brings valuable public company board experience from his years of service on the boards of multinational companies like Thermo Fisher Scientific, the BHP Group and Qantas Airways.
Executive Roles
HP, Inc., a computer, printer and related supplies technology company
CEO and President (2015-2019 (retired))
EVP, Printing and Personal Systems Group (2013-2015)
SVP and Managing Director, Printing and Personal Systems, Asia Pacific and Japan (2012-2013)
Lenovo Group Ltd., a technology company
VP and COO, Product and Mobile Internet Digital Home Groups (2008-2011)
VP and GM, South East Asia (2007-2008)
Public Company Boards
Thermo Fisher Scientific Inc., an analytical laboratory instrument manufacturer (since 2017)
BHP Group Ltd., a mining, metals, and petroleum company (since 2019)
Qantas Airways Limited, an Australian airline (since 2025)
4
Board Composition and Refreshment
Assess Board Composition
Relevant Skills/ ExperiencesThe Governance Committee and Board undertake a regular evaluation of the existing and future needs and skill sets of the Board in light of the company's evolving strategy. In addition to developing and maintaining a skills matrix (see page 10), the committee receives input from stockholders through the stockholder engagement process and the vote support each director received during the most recent annual meeting.
The Board is committed to being composed of directors with broad and complementary perspectives, skills, experiences and backgrounds to enable the Board to represent stockholders' interests. In 2014, the Board formally adopted its commitment to actively seek women and minority candidates, and those with a breadth of backgrounds and skills, to add to the pool from which Board nominees are considered, and annually assess its effectiveness in this regard as part of its self-evaluation process.
Independence ▪ The Board believes that a substantial majority of the Board should be independent of management and considers all relevant facts and circumstances in determining independence.
The Board has determined that 10 of our 11 nominees are "independent" under Nasdaq independence requirements. In addition, all directors who serve on the Audit Committee and Compensation Committee satisfy heightened SEC and Nasdaq independence requirements.
Activities and FocusThe Governance Committee evaluates whether director nominees have sufficient time to effectively serve on the Board. Among other factors, the committee considers:
the number of public company board, committee and leadership positions the nominee has and the voting guidelines of our top institutional investors and proxy advisory firms;
the location of the other entities on whose public company boards the nominee sits; and
for incumbent nominees, Board and committee meeting attendance, the time and attention devoted to fulfilling Board and committee duties, preparedness at and between meetings, and the extent and quality of engagement with management and the Board.
Our Corporate Governance Guidelines have the following limits on director service:
public company CEOs - limited to no more than 2 public company boards, including Intel;
all directors - limited to no more than 4 public company boards, including Intel; and
no director may serve on more than 3 public company audit committees.
The Governance Committee and the Board affirmed that each director nominee has sufficient capacity to effectively serve on our Board and that their nomination is in stockholders' best interests.
The Board waived the numerical limit related to public company CEOs for director Steve Sanghi in light of his deep semiconductor industry experience, his commitments being concentrated in the semiconductor industry, and demonstrated strong attendance, preparedness and engagement at Board and committee meetings since becoming a director in 2024.
The Board evaluated the Executive Chair position at Kioxia held by director Stacy Smith and determined that it is not a "representative director" position or a position involving day-to-day management of the company. Instead, it is a customary executive chair position at a Japanese company, a part-time position involving board oversight of management that is not comparable to a U.S. public company CEO or other executive officer position.
The Governance Committee and Board believe that a mix of tenures promotes an appropriate balance and allows the Board to benefit from the historical, institutional knowledge that longer-tenured directors possess and the fresh perspectives contributed by newer directors. The Board seeks to maintain an average tenure of 10 years or less for the independent directors as a group. The Board believes that its nominees represent an appropriate mix of new perspectives and deep institutional knowledge.
The Governance Committee establishes procedures for director nominations and recommends candidates for election to the Board. The committee has a robust and ongoing process to assess the skills and make-up of the Board, identify suitable new candidates for the Board, solicit and evaluate feedback from stockholders and assist the Board in an annual self-evaluation process.
Identify Qualified Candidates
Governance Committee SearchThe committee regularly reviews the candidate pipeline. Candidates are screened for conflicts of interest and independence, references are checked, backgrounds and experiences are reviewed, and candidates are interviewed by existing directors.
In 2025, the committee retained a leading search firm to generate candidates with a range of perspectives and experiences important to support the Board's composition needs, which included deep semiconductor industry and financial expertise. Our newest independent director nominee, Dr. Craig H. Barratt, was initially recommended to the committee by the retained independent search firm.
Other SourcesThe Governance Committee also considers suggestions from Board members and candidates proposed by stockholders and employees and evaluates them using the same criteria. Stockholders may suggest a candidate for consideration by sending their name and qualifications to our Corporate Secretary (see "Communicating with Us" on
page 104).
We have also adopted proxy access. See page 103.
Consider Stockholder Feedback
Annual Stockholder VoteAll directors are elected annually and subject to a majority vote standard. For more information on the majority voting standard, see Additional Information on page 100.
Conditional Resignation PolicyUnder our Bylaws and Corporate Governance Guidelines, each director must submit an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not re-elect that director. In that situation, our Governance Committee would make a recommendation to the Board as to whether to accept the resignation, or whether to take other action instead.
Within 90 days from the date of the certified election results, the Board would act on the recommendation and publicly disclose its decision and rationale.
Stockholder EngagementThe Governance Committee assists the Board with the stockholder engagement program, which is designed to solicit and incorporate stockholder feedback on all topics relevant to Intel, including feedback on individual directors and Board composition. For more information, see "Stockholder Engagement" on
page 26.
Annually Evaluate Performance
Board Self-Evaluation ProcessThe Governance Committee Chair, in collaboration with the Board Chair, is responsible for managing the annual process for evaluating the Board and its committees and individual directors.
In 2025, the Governance Committee utilized the same Board self-evaluation process as was used in 2024, consisting of two parts:
an anonymous written questionnaire; and
interviews with individual directors conducted by the Governance Committee Chair.
The results were aggregated and summarized for the Governance Committee Chair, who reported the results to the full Board in executive session. Areas of director feedback included Board and committee composition, focus, meetings, materials, oversight, leadership, culture, director orientation, continuing education and individual director performance
and contributions.
Independent Board ChairThe Board's general policy (per the Corporate Governance Guidelines) is that the Board Chair and CEO positions should be separate to aid the Board's management oversight and the CEO's business focus. If the Board Chair is not independent, the guidelines provide that the independent directors will appoint a Lead Independent Director.
For well more than a decade, Intel has had an independent Board Chair. This structure has facilitated relations between the Board, the CEO and other senior management, assisted the Board in reaching consensus on strategies and policies, fostered a robust evaluation process and supported oversight by the independent directors. Mr. Yeary has been the independent Board Chair since January 2023, though from December 2024 through March 2025, during a period of CEO transition, he served as Interim Executive Chair to take a more active role in overseeing, on behalf of the Board, the business and the company's Interim Co-CEOs. During that period, the Board appointed Ms. Henry as Lead Independent Director. Dr. Barratt, an independent director appointed to the Board in November 2025, has been appointed Board Chair effective upon the departure of Mr. Yeary from the Board following the 2026 Annual Meeting.
The non-employee directors periodically assess the Board leadership structure to evaluate and implement a structure they believe most effectively supports fulfillment of the Board's responsibilities at such time. The Board believes that its programs for overseeing risk, as described on page 24, would be effective under a variety of leadership frameworks and, as such, it did not significantly impact the Board's selection of the current leadership structure.
5
Board Structure and Oversight
Board of Directors
Frank D. Yeary
Chair
Meetings in 2025: 17
Mr. Yeary will retire from the Board following the 2026 Annual Meeting
Dr. Barratt appointed to become Board Chair upon Mr. Yeary's retirement
Recent Activities and Focus AreasOversight of our cultural transformation aimed at reestablishing engineering excellence, developing a customer-centric mindset and prioritizing decisive action, disciplined execution and strong financial management
Oversight of strategy and execution, including product and process technology roadmaps, where we achieved high-volume manufacturing of products on Intel 18A by the end of 2025 at our Arizona and Oregon fabs
Capital spend and allocation, including our 2025 cost reduction plan to reduce operating expenses
Raising additional capital, including through:
Sale of a majority interest in Altera
Sale of additional Mobileye shares
Private placements to NVIDIA and SoftBank Group
U.S. government agreement removing prior project milestones from our commercial CHIPS Act agreement, accelerating disbursements and providing for equity issuances to the U.S. government, raising additional capital for the company and aligning U.S. government interests with Intel stockholders
Key ResponsibilitiesThe Board oversees, counsels, and directs management in the long-term interests of the company and our stockholders and exercises its oversight responsibilities both directly and through its committees. The Board's responsibilities include:
Strategy and business
Human capital management, including CEO selection and performance, management succession planning, culture and compensation
Enterprise risk management
Ethics, legal and regulatory matters
Cybersecurity oversight
Corporate social responsibility See page 22 for more details.
Board Committees
Audit & Finance Committee
Committee Meetings in 2025: 11
Stacy J. Smith
Chair
Financial Expert
Dr. Andrea J. Goldsmith
Eric Meurice
Financial Expert
Gregory D. Smith
Financial Expert
Recent Activities and Focus Areas
Financial statements and disclosures, including critical accounting estimates and accounting for U.S. government agreement
Capital structure and allocation strategy
2025 cost reduction plan
Treasury, tax and litigation matters
Review and approval of related party transactions
Key ResponsibilitiesFinancial reporting, internal controls and internal audit oversight
Independent auditor, including appointment, qualifications, independence, compensation and performance
Enterprise risk management program
Code of Conduct, including compliance program effectiveness
Global treasury, finance/financial risk, derivative contracts, tax, insurance, capital structure/allocation, investor relations and retirement plans
Independence. The Board determined that all Audit Committee members satisfy the heightened SEC and Nasdaq independence requirements.
Financial Literacy. The Board determined that all Audit Committee members can read and understand the company's financial statements per Nasdaq rules.
At each regular Board meeting, time is reserved for independent directors to meet in executive session without management present. Our independent Board Chair presides over these executive sessions.
Financial Experts. The Board determined that Messrs. Meurice, G. Smith and S. Smith were "audit committee financial experts" per SEC rules.
Each committee regularly reports on its activities and actions to the Board. Each standing committee - Audit, Compensation and Governance - has a Board-approved, written charter posted on our website. See Helpful Resources.
Talent and Compensation Committee
Committee Meetings in 2025: 8
Dion J. Weisler
Chair
James J. Goetz
Alyssa H. Henry
Steve Sanghi
Corporate Governance and Nominating Committee
Committee Meetings in 2025: 8
Barbara G. Novick
Chair
James J. Goetz
Dr. Andrea J. Goldsmith
Alyssa H. Henry
Recent Activities and Focus Areas
Compensation program changes to align with strategy and increase pay-for-performance rigor
Executive succession planning and leadership development and transitions
Compensation package for new CEO (see page 40)
Talent and culture impacts of significant 2024 and 2025 headcount reductions
Stockholder engagement and feedback (see page 26)
Key ResponsibilitiesReview and approve salaries, bonuses, equity awards, other compensation elements, performance measures and goals for our executive officers
Executive compensation philosophy, design, pay positioning relative to peers, and risk assessment
Independent compensation consultant engagement
Other compensation matters, including benefit plans
Equity incentive plans administration, including equity usage and allocation
Management succession planning and development
Human capital management strategies, initiatives and programs
Independence. The Board determined that all Compensation Committee members satisfy the heightened SEC and Nasdaq independence requirements.
Delegation of Authority. The Compensation Committee can designate one or more members to perform duties on its behalf, subject to committee reporting or ratification, and delegate to other directors or company officers the authority to review and grant stock-based compensation for employees who are not executive officers.
Recent Activities and Focus AreasBoard composition and director candidate recruitment, including the addition of a new independent director, Dr. Barratt, in November 2025
Geopolitical changes and government affairs activities
Stockholder engagement and feedback (see page 26)
Key ResponsibilitiesDirector candidates and independence
Board and committee size and composition
Corporate responsibility and sustainability performance
Stockholder engagement and proposals and responsive actions
Corporate Governance Guidelines, corporate organizational documents and poison pill policy
Non-employee director compensation
Attendance
Each director attended at least 75% of the Board and committee meetings on which the director served in 2025 with a weighted average attendance of the directors as a group of 89%. The Board's policy is that directors are expected to attend the annual meeting, and all but one of the then-serving directors attended the 2025 Annual Meeting.
Engagement with Management
The executive leadership team regularly attends Board and committee meetings to present information on the company, our business and our strategy, and directors have access to employees outside of Board and committee meetings.
Annual evaluation of the Board, committees, and individual directors
Key Board Responsibilities
The Board oversees and directs management in the long-term interests of the company and our stockholders. It exercises its oversight responsibilities both directly and through its committees, with responsibilities including those set out below.
Strategy and BusinessThe Board actively oversees Intel's long-term business strategy and strategic priorities as well as management's execution of that business strategy and achievement of the company's strategic priorities. For example, from early 2021 through 2025, the Board worked closely with management in developing, announcing, monitoring and refining our strategies and business execution aimed at regaining product and process competitiveness and establishing ourselves as a provider of foundry services to third parties. The Board has also worked closely with management in evaluating and refining our AI strategy.
The Board understands its role in being good stewards of our business and stockholders' capital. The Board annually discusses and approves our budget and capital allocation plans, which are linked to our long-term strategic plans and priorities, and regularly reviews our financial and capital allocation plans with management.
In 2025, notable areas of Board focus and key actions included the following:
- Revitalizing the x86 ecosystem and regaining product competitiveness in key markets, including the newly developing AI PC category, the traditional data center market and the evolving data center market for accelerators. We also announced a strategic partnership with NVIDIA to co-develop custom client and data center products combining our x86 CPU technologies with NVIDIA's AI and accelerated computing capabilities. The collaboration is intended to jointly develop multiple generations of products for hyperscale, enterprise and consumer markets based on the x86 architecture.
- Refining our AI strategy as the types of AI workloads expand from the generative AI driving compute demand, particularly for GPU systems, the last few years to AI inference, agentic AI and physical AI workloads. AI technologies are being increasingly adopted across industries and applications, and we aim to partner with an array of incumbent and developing companies defining these emerging areas and position our x86 platform to be their platform of choice. We also aim to expand our market opportunity by leveraging our engineering and design expertise to develop purpose-built ASICs and GPUs for customers to address the expanding variety of AI-driven compute workloads.
- Regaining process competitiveness, including the high-volume manufacturing at our Arizona and Oregon fabs and launch of our first products by the end of 2025 utilizing our next generation leading-edge process technology, Intel 18A, incorporating the first high-volume commercial implementations of gate-all-around transistors and backside power. We aim to establish Intel 18A as our first significant process technology for government and enterprise foundry customers.
- Consideration of our leading-edge strategy of continued development of Intel 14A and next generation process technologies given the capital intensive nature of their development and manufacturing, with a cost structure requiring wafer volumes beyond what we expect from our own products to achieve economic efficiency.
-
Oversight of capital spend and allocation, including:
- Reduced operating expenses, including through our 2025 cost reduction plan; and
- Disciplined capital deployment strategy, aligning new investments and key project milestones with market demands.
-
Raising additional capital to help fund the pursuit of our strategic priorities through divestitures and private placements, including:
Sale of a 51% interest in and deconsolidation of Altera for net purchase consideration of $4.3 billion;
Sale of an additional $0.9 billion of Mobileye shares; and
Private placements of Intel shares to NVIDIA ($5 billion) and SoftBank Group ($2 billion).
- Intel's agreement with the U.S. government removing prior project milestones from our commercial CHIPS Act agreement, accelerating disbursement to Intel of $5.7 billion under that agreement, and providing for equity issuances to the U.S. government, raising additional capital for the company and aligning U.S. government interests with
Intel stockholders.
Meeting with the next generation of leadership to assess management's development of a high-caliber talent pipeline
Periodically traveling to key facilities to meet with local management and obtain a firsthand look at the company's operations
Routinely engaging with senior management on critical business matters that tie to the company's
strategic priorities
Annual two-day Board strategy session, including presentations from many senior executives across the company
Additional Board Strategy and Business Oversight Actions Human Capital ManagementThe Board is actively engaged in overseeing Intel's human capital management strategies, results, initiatives, and programs. This includes, among other things, CEO selection and performance, management succession planning, culture and compensation. The Board is assisted by the Compensation Committee in many of these areas.
CEO Selection and PerformanceSelection and oversight of the performance of our CEO is one of the Board's most important responsibilities as it is highly impactful across all other areas of our business and to our future success. The full Board is involved in CEO selection and the evaluation of CEO performance. Evaluation of CEO performance occurs both on an ongoing basis as company performance is evaluated, including during executive sessions of the independent directors, and periodically on a more formal basis.
Management Succession PlanningThe Board endeavors to maintain a long-term program for effective development and succession planning of our CEO and other senior leadership, as well as short-term contingency plans for unplanned departures and other events. The Board understands the importance of, and is keenly focused on, the development of internal talent and succession planning.
The Compensation Committee reviews succession planning and management development topics with the Board at least once a year. The Board and the Compensation Committee work with our CEO and our Chief People Officer to develop succession plans. The Board has an opportunity to meet regularly with executives at many levels across the company through formal presentations at meetings and informal events throughout the year. Board members are also partnered with key senior leaders based on their backgrounds to assist with mentorship and oversight. The topics of succession planning and management development are discussed regularly in executive sessions of the Board and Compensation Committee.
CultureOur culture is defined by our values - Customer First, Fearless Innovation, Results Driven, One Intel, Inclusion, Quality, and Integrity. These values are meant to guide how we make decisions, treat each other, serve our customers to achieve their goals, and shape technology as a force for good. We are focused on how we recruit, retain and develop our talent.
Organizational culture is monitored and measured by management and overseen by the Compensation Committee, with regular reports by the committee to the Board.
During 2025, the Board and Compensation Committee were actively engaged in the oversight of cultural transformation efforts spearheaded by our new CEO and aimed at reestablishing engineering excellence, developing a customer-centric mindset and prioritizing decisive action, disciplined execution and strong financial management. Among other things, during 2025 we simplified our organizational structure, reduced management layers and empowered technical teams to accelerate decision-making and innovation, changes that are intended to increase transparency and accountability, improve operational efficiency, reduce barriers to collaboration and product development and lower expenses.
CompensationThe Compensation Committee determines the compensation for our executive officers, including our CEO. The committee reviews the executive compensation programs throughout the year with the assistance of an independent compensation consultant. The committee also reviews our compensation and benefits programs more broadly, including our equity incentive plans, and annually conducts a compensation risk assessment to assess whether the programs' provisions and operations create undesired or unintentional material risk. For 2025, the committee confirmed that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company. For additional information with respect to our executive compensation programs, see "Compensation" on page 36.
Enterprise Risk ManagementRisk is inherent in business, and the Board's oversight, assessment and decisions regarding risks occur in the context of, and in conjunction with, the other activities of the Board and its committees.
Board The Board has primary responsibility for enterprise risk management and executes its oversight duties through:
For many enterprise risk management issues, such as cybersecurity risks, the Board receives regular and detailed reports from management or the appropriate Board committee regarding its review of the issues. In some cases, such as for risks regarding new technologies and product acceptance, risk oversight is addressed as part of the full Board's regular oversight of strategic planning. The Board and its committees also assess whether management has an appropriate risk management framework to manage risks and whether that framework is operating effectively. | Governance Committee
plans as appropriate for detailed presentations appropriate newly identified risks to the Board and Audit Committee | |
Intel's ethics and legal compliance program sets standards for conducting business in accordance with our ethical principles, provides values-based guidance, heightens compliance risk awareness, strengthens decision-making and helps drive sound performance. Our CEO regularly communicates with our employees about the importance of ethics and legal compliance. Through the Audit Committee, the Board receives quarterly reports from our chief compliance officer.
Code of ConductOur Code of Conduct applies to our non-employee directors with respect to their Intel-related activities, as well as to our officers, including our principal executive, principal financial and principal accounting officers, or persons performing similar functions, and all other employees.
Directors and executive officers must inform us of any situation that may be perceived as a conflict of interest with Intel. The Board oversees the resolution of any conflict or apparent or potential conflict involving a director or executive officer, and may enlist the legal department to determine whether a conflict exists, and if so, how to resolve it. Any waivers of these conflict rules with regard to a director or an executive officer require the prior approval of the Board. Our Code of Conduct is our code-of-ethics document and is posted on our website (see Helpful Resources). We intend to disclose future amendments to or waivers of the Code of Conduct granted to directors and executive officers on our website within four business days following the date of such amendment or waiver, as required.
Government Affairs and LobbyingInformation about our priorities and positions on key issues can be found on our Public Policy website and includes the Intel Political Accountability Guidelines. Our government affairs department reports to the Governance Committee at least once a year.
CybersecurityOur Board has ultimate cybersecurity risk oversight, which it manages as part of our enterprise risk management program. The Board is assisted by the Audit Committee, which regularly reviews our cybersecurity program with management and reports to the Board. Cybersecurity reviews by the Audit Committee or the Board generally occur at least twice annually, or more frequently as determined to be necessary or advisable. A number of our directors have experience in assessing and managing cybersecurity risk.
Our cybersecurity program is run by our Chief Information Security Officer (CISO), who reports to our Chief Information Officer (CIO). Our CISO is informed about and monitors prevention, detection, mitigation and remediation efforts through regular communication and reporting from professionals in the information security team, many of whom hold cybersecurity certifications such as a Certified Information Systems Security Professional or Certified Information Security Manager, and through the use of technological tools and software and results from third-party audits. Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our CISO has served in that position since 2015 and, before Intel, was the Chief Security Officer at McAfee and the Chief Information Officer and CISO for the U.S. House of Representatives. Our CISO regularly reports directly to the Audit Committee or the Board on our cybersecurity program and efforts to prevent, detect, mitigate and remediate issues. In addition, we have an escalation process in place to inform senior management and the Board of material issues.
Corporate Social ResponsibilityManagement provides formal updates to the Governance Committee at least twice each year, and at least annually to the Board, on the company's corporate social responsibility performance and related disclosures. We publish a Corporate Responsibility Report on an annual basis, and have also published and updated a Climate Transition Action Plan, both of which are available on our website.
Board Delegation of CSR Oversight
Governance Committee: Primary responsibility for oversight of our corporate social responsibility matters, with additional topics also reviewed by other committees
Compensation Committee: Oversight of human capital matters
Audit Committee: Oversight of our ethics and compliance program
6
Stockholder Engagement
Engagement Cycle
We actively engage with our stockholders on a year-round basis.
Annual Stockholders' MeetingSummer
Review annual meeting results to determine appropriate next steps, and plan for the more in-depth off-season
stockholder engagement
Fall
Hold off-season stockholder engagement to have more in-depth discussions with stockholders, solicit feedback and report to the Board and its committees
Winter
Incorporate input from stockholder meetings into annual meeting planning and governance, compensation and corporate responsibility practices and disclosures
Spring
Conduct in-season stockholder engagement following the filing of our proxy statement to answer questions and understand stockholder views on matters to be voted on at the annual meeting
Engagement Philosophy
We believe that our approach to engaging openly with our stockholders on topics such as strategy, corporate governance, executive compensation and corporate responsibility drives increased corporate accountability, improves decision making and ultimately creates long-term value. We are committed to:
Accountability. Driving and supporting leading corporate governance and Board practices to promote oversight, accountability and good decision making.
Transparency. Maintaining high levels of transparency on a range of financial, governance and corporate responsibility issues to build trust and sustainable two-way dialogue that supports our business success.
Engagement. Proactively engaging with stockholders and stakeholder groups in dialogue on a range of topics to identify emerging trends and issues to inform our thinking and approach.
Our engagement efforts with stockholders allow us to better understand our stockholders' priorities and perspectives and provide us with useful input concerning our corporate strategy and our compensation and corporate governance practices.
Recent Engagement
Our most recent off-season engagement was in early 2026 instead of our normal Fall timing due to the significant Board and management activity related to transactions in Fall 2025 and with the aim of having more meaningful engagement thereafter. Most meetings were led by our head of investor relations. We track the topics discussed with and feedback received from our stockholders throughout the engagement process, and report to the Governance Committee and the Board.
Off-Season EngagementTotal Contacted
30
Total Engaged
36%
Director Engaged
55%
11
11%
1
Inst O/S Stockholders Inst O/S Meetings Inst O/S Meeting
Percentage of Inst O/S, or Intel's institutionally-held shares, was calculated as of September 30, 2025. We contacted, engaged and had directors engage with 36%, 25% and 8%, respectively, of Intel's outstanding shares in aggregate.
Key Discussion Topics
Strategy oversight, including AI Company transformation oversight Board composition and refreshment
Culture and talent retention Leadership succession planning Director time commitments
7
Share Ownership
Security Ownership of Directors and Executive Officers
The following table presents the beneficial ownership of shares of Intel common stock of our directors, named executive officers, and directors and executive officers as a group. This information is as of March 20, 2026 except for Mr. Schell and Ms. Johnston Holthaus, where it is as of their departure dates (June 30, 2025 and March 1, 2026, respectively).
Common Stock
Independent Directors | Direct Holdings | Indirect Holdings | Awards Vesting | Deferred RSUs | Total Intel | Mobileye | ||
Craig H. Barratt | 26,021 | - | 2,730 | - | 28,751 | |||
James J. Goetz | 234,235 | - | 12,552 | - | 246,787 | 100,000 | ||
Andrea J. Goldsmith | 22,176 | - | 12,552 | - | 34,728 | - | ||
Alyssa H. Henry | 56,660 | - | 12,552 | - | 69,212 | - | ||
Eric Meurice | 5,132 | - | 12,552 | - | 17,684 | |||
Barbara G. Novick | 3,174 | - | 19,582 | 21,450 | 44,206 | - | ||
Steve Sanghi | 5,132 | - | 12,552 | - | 17,684 | |||
Gregory D. Smith | - | 15,203 | 12,552 | 33,514 | 61,269 | - | ||
Stacy J. Smith | 11,069 | 42,495 | 12,552 | - | 66,116 | |||
Dion J. Weisler | 53,289 | - | 12,552 | - | 65,841 | - | ||
Frank D. Yeary | 35,956 | 57,998 | 26,611 | 33,006 | 153,571 | 75,128 | ||
Named Executive Officers | ||||||||
Lip-Bu Tan | 16,471 | 1,209,906 | - | - | 1,226,377 | 50,000 | ||
David A. Zinsner | 364,918 | - | - | - | 364,918 | 2,500 | ||
Naga Chandrasekaran | 207,517 | - | - | - | 207,517 | - | ||
April Miller Boise | 145,333 | - | - | - | 145,333 | 2,800 | ||
Michelle Johnston Holthaus | 517,739 | - | - | - | 517,739 | 30,000 | ||
Christoph Schell | 93,250 | - | - | - | 93,250 | - | ||
Current Directors and Executive Officers Current Directors and Executive Officers as a group (15 individuals) 2,749,994 | 230,428 | |||||||
Direct Holdings: Shares directly held by the individual.
Indirect Holdings: Shares over which the individual has shared voting and/or investment power through individual, family and/or spousal trusts or other accounts.
Awards Vesting: Shares subject to RSUs and stock options that become exercisable or vest within 60 days of such date.
Deferred RSUs: Shares underlying RSUs that have vested but with respect to which settlement has been deferred.
Mobileye: Shares of Class A common stock of Mobileye Global Inc., an Intel subsidiary, held by our directors and executive officers.
Percentage Ownership
Each director and named executive officers owns, and the current directors and executive officers as a group own, not more than 1% of the total outstanding shares.
Security Ownership of 5% Beneficial Owners
The following table sets forth the stock-based holdings of beneficial owners of more than 5% of our common stock as of March 20, 2026 for the U.S. government and as of December 31, 2025 with respect to the other stockholders.
5% Beneficial Owners | Shares | % Outstanding | Sole Voting Power | Shared Voting Power | Sole Investment Power | Shared Investment Power | Information Basis | ||||
U.S. government | 433,323,000 | 8.4% | 433,323,000 | - | 433,323,000 | - | Company stock | ||||
1800 F Street NW | registry | ||||||||||
Washington, DC 20405 | |||||||||||
The Vanguard Group, Inc. | 404,520,480 | 8.1% | - | 43,879,962 | - | 404,520,480 | Schedule 13G/A | ||||
100 Vanguard Blvd., | filed January 30, | ||||||||||
Malvern, PA 19355 | 2026 | ||||||||||
BlackRock, Inc. | 341,067,967 | 6.8% | 309,980,092 | - | 341,067,967 | - | Schedule 13G/A | ||||
50 Hudson Yards | filed January 25, | ||||||||||
New York, NY 10001 | 2024 |
U.S. government: Shareholding is in the name of the United States Department of Commerce and assumes full release of 149,438,785 shares held in escrow (subject to release as we receive disbursements under the Secure Enclave program). Not included are warrants exercisable if we were to cease to directly or indirectly own at least 51% of our Intel Foundry business. If exercised by the U.S. government, the warrants may be settled by one of two methods at the company's election: (i) net cash settlement in an amount equal to 240,516,150 shares (assuming full exercise) multiplied by the result, if positive, of subtracting the warrant exercise price ($20.00) from the average market price of our common stock over the 15 consecutive trading day period prior to exercise (the Average Market Price); or
(ii) net stock settlement in a number of shares equal to the net cash settlement amount (see (i)) divided by the Average Market Price.
8
Director Compensation
Overview
The Board's general policy is that non-employee director compensation should be a mix of cash and equity, with the majority being equity. Our CEO, if also a director, receives no additional compensation for being a director.
The Governance Committee, consisting solely of independent directors, has the primary responsibility for reviewing non-employee director compensation and considering any changes, which it does on an annual basis, considering factors such as workload and market data. The Board annually reviews the committee's recommendations and determines the amount of director compensation. The Governance Committee engages the Compensation Committee's independent compensation consultant to assist with our director compensation program. The director compensation peer group is the same as the executive compensation peer group considered by the Compensation Committee for 2025 (see "Compensation Discussion and Analysis; External Competitive Considerations for 2025" on page 47 for details). The Governance Committee generally targets cash and equity compensation near the median of the director compensation peer group.
For 2025, the Board made no changes to the non-employee director compensation structure, which is summarized below.
Director Stock Ownership Guidelines
≥5x annual cash retainer
Non-employee directors must hold ≥5x the annual cash retainer within five years of joining the Board; includes deferred RSUs once vested, but not unvested RSUs.
As of December 27, 2025, all non-employee directors met the guidelines or still had time to do so.
Director Compensation Chair Member
Board | ||
Annual cash retainer | $ 275,000 | $ 100,000 |
Annual equity award | 250,000 | 250,000 |
Committees | ||
Audit Committee | $ 45,000 | $ 20,000 |
Compensation Committee | 40,000 | 15,000 |
Governance Committee | 35,000 | 5,000 |
M&A Committee (disbanded) | 20,000 | - |
Director Equity and Deferred Compensation Program
RSUs in Lieu of Cash. Under the "RSUs in Lieu of Cash" program, non-employee directors can elect to receive all of their cash compensation in the form of RSUs, which generally vest one year from the grant date.
Annual Equity Awards. Each non-employee director re-elected in 2025 received an annual grant of RSUs with a $250,000 target value on the grant date. The RSUs' grant date and vesting align with the intended Board service, from election at the annual meeting to the date that is the earlier of the one-year anniversary of the grant date or the next annual meeting. All unvested RSU shares are payable upon retirement from the Board if a director is 75 years old or has at least seven years of Board service. Unvested RSUs do not accrue dividend equivalent rights.
Deferred Compensation Program. Non-employee directors can defer their cash and equity compensation. Under the cash deferral program, directors may defer up to 100% of their cash compensation. Deferred amounts earn a return as if invested in Intel common stock, with any dividends deemed reinvested. Directors must elect irrevocably to receive the deferred funds either in a lump sum or in equal annual installments over five or ten years, and to begin receiving distributions at retirement or at a future date not less than 24 months from the election date. This deferred cash compensation is an unsecured Intel obligation. The equity deferral program allows directors to defer the settlement of their vested equity awards until termination of service. Directors do not receive dividends on deferred vested equity awards.
Interim Executive Chair
Mr. Yeary served as Interim Executive Chair from December 2024, upon the departure of our prior CEO, through March 2025, when Lip-Bu Tan joined Intel as our new CEO. For such service, upon the recommendation of the Governance Committee, the Board awarded Mr. Yeary RSUs (in accordance with prior elections he made) with a target valuation of
$700,000 that vested immediately upon the grant of such RSUs in May 2025.
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Intel Corporation published this content on April 03, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 03, 2026 at 21:25 UTC.
