Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of New Director.
On August 8, 2022, the Board of Directors (“Board”) of Intel Corporation (“Intel”) elected Lip-Bu Tan to the Board, effective September 1, 2022 (the “Effective Date”). Mr. Tan has been appointed to the Board’s M&A committee.
Lip-Bu Tan, 62, has served as the Executive Chair of the Board of Cadence Design Systems, Inc. (“Cadence”), a computational software company, since December 2021 and as a member of its board since 2004. Mr. Tan served as Chief Executive Officer of Cadence from 2009 to December 2021, and as President from 2009 to 2017. He founded Walden International, an international venture capital firm, in 1987, and has served as its Chairman since its founding, and is the founding managing partner of two other venture capital firms: Celesta Capital and Walden Catalyst Ventures. Mr. Tan also serves as a director of Schneider Electric SE, a digital automation and energy management company, and Credo Technology Group Holding Ltd., a connectivity solutions provider. He previously served as a director of a number of public companies, including most recently SoftBank Group Corp., a holding company focused on investment management primarily in technology, energy, and financial sector companies, from June 2020 to June 2022; and Hewlett Packard Enterprise Company, an information technology company, from 2015 to April 2021. Mr. Tan received a B.S. in Physics from the Nanyang Technological University in Singapore, an M.S. in Nuclear Engineering from the Massachusetts Institute of Technology, and an M.B.A. from the University of San Francisco. He also serves on Intel’s Technology Advisory Committee, the Board of Trustees and the School of Engineering Dean’s Council at Carnegie Mellon University, and on the University of California, Berkeley’s College of Engineering Advisory Board and their Division of Computing, Data Science, and Society Advisory Board. In 2016, Mr. Tan was recently named the 2022 recipient of the Semiconductor Industry Association’s highest honor, the Robert N. Noyce Award.
Mr. Tan will receive the standard compensation amounts payable to non-employee directors of the Board (“Intel Board Compensation”). Pursuant to these arrangements, commencing on the Effective Date, he will be paid an annual cash retainer of $90,000 (in addition to any committee fees), which will be pro-rated for his first year of service. In addition, in the fourth quarter of 2022, Mr. Tan will be granted an award of non-employee director time-based restricted stock units with a value on the grant date of approximately $146,667, which is pro-rated from the value of the annual award granted to Intel’s non-employee directors in May 2022. The award will vest on the earlier of May 12, 2023 and the date of Intel’s 2023 Annual Stockholders’ Meeting, the same schedule as the annual award granted to Intel’s other non-employee directors in May 2022, subject to Mr. Tan’s continued service on the Board.
Mr. Tan will also enter into Intel’s standard form of directors’ indemnification agreement with Intel, pursuant to which Intel agrees to indemnify its directors to the fullest extent permitted by applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement.
Mr. Tan does not have any family relationship with any director or executive officer of Intel, or person nominated or chosen by Intel to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, except that Mr. Tan has served as a member of Intel’s Technology Advisory Committee since August 2021. For this advisory committee service, Mr. Tan received a total of $125,000, but going forward he is only eligible to receive Intel Board Compensation.