Intel 2017 Interactive Proxy Statement

Download Proxy PDF

Jump to a chapter:

Board Members

  • Ambassador Charlene Barshefsky

  • Aneel Bhusri

  • Andy D. Bryant

  • Reed E. Hundt

  • Omar Ishrak

  • Brian M. Krzanich

  • Tsu-Jae King Liu

  • David S. Pottruck

  • Gregory D. Smith

  • Frank D. Yeary

  • David B. Yoffie

View by Qualification:

  • View All
  • Senior leadership experience

    • Andy D. Bryant
    • Aneel Bhusri
    • Brian M. Krzanich
    • Omar Ishrak
    • David S. Pottruck
  • Public company board experience

    • Ambassador Charlene Barshefsky
    • Andy D. Bryant
    • Aneel Bhusri
    • Brian M. Krzanich
    • David B. Yoffie
    • David S. Pottruck
    • Frank D. Yeary
    • Omar Ishrak
    • Reed E. Hundt
  • Business development and M&A expertise

    • Aneel Bhusri
    • Reed E. Hundt
    • Omar Ishrak
    • Frank D. Yeary
    • Gregory D. Smith
  • Financial expertise

    • Andy D. Bryant
    • Gregory D. Smith
    • Frank D. Yeary
    • David S. Pottruck
  • Independent Director

    • Ambassador Charlene Barshefsky
    • Aneel Bhusri
    • David B. Yoffie
    • David S. Pottruck
    • Frank D. Yeary
    • Gregory D. Smith
    • Omar Ishrak
    • Reed E. Hundt
    • Tsu-Jae King Liu
  • Industry and IT/Technical expertise

    • Aneel Bhusri
    • Andy D. Bryant
    • Reed E. Hundt
    • Tsu-Jae King Liu
    • David B. Yoffie
    • Brian M. Krzanich
  • Operational and Manufacturing expertise

    • Andy D. Bryant
    • Brian M. Krzanich
    • Omar Ishrak
    • Gregory D. Smith
  • Brand marketing expertise

    • David S. Pottruck
    • Omar Ishrak
  • Government expertise

    • Ambassador Charlene Barshefsky
    • Reed E. Hundt
  • Global/International expertise

    • Ambassador Charlene Barshefsky
    • Andy D. Bryant
    • Brian M. Krzanich
    • Omar Ishrak
    • Reed E. Hundt
    • Gregory D. Smith
    • David B. Yoffie
  • Legal/Regulatory expertise

    • Ambassador Charlene Barshefsky
    • Reed E. Hundt
  1. Gender
  2. More Diversity

View by years of Tenure:

  • View All
  • 0-2

  • 3-5

  • 6-10

  • 11-15

  • 15+

View by Independence:

Independent ()
Non-Independent ()

View by Committee:

  • View All
  • Audit


    Number of meetings: 8
    Chair: Frank D. Yeary

    Audit Committee Financial Expert

    - Frank D. Yeary

    • Frank D. Yeary
    • Reed E. Hundt
    • Tsu-Jae King Liu
  • Compensation


    Number of meetings: 5
    Chair: David S. Pottruck

    • David S. Pottruck
    • David B. Yoffie
    • Reed E. Hundt
  • Corporate Governance and Nominating


    Number of meetings: 5
    Chair: David B. Yoffie, John J. Donahoe (Retiring)

    • David B. Yoffie
    • Reed E. Hundt
    • Aneel Bhusri
  • Executive


    Number of meetings: 3
    Chair: John J. Donahoe (Retiring)

    • Andy D. Bryant
    • Brian M. Krzanich
    • David S. Pottruck
  • Finance


    Number of meetings: 1
    Chair: Charlene Barshefsky

    • Ambassador Charlene Barshefsky
    • Frank D. Yeary

View by Age:

  • View All
  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

View by Leadership:

  • View All
  • CEO


    Brian M. Krzanich
    • Brian M. Krzanich
  • Chairman of the Board


    Andy D. Bryant
    • Andy D. Bryant
  • Lead Independent Director (Nominee)


    Aneel Bhusri
    • Aneel Bhusri
Close

Ambassador Charlene Barshefsky

Senior International Partner, Wilmer Cutler Pickering Hale and Dorr LLP


Age: 65
Director since: 2004
Independent: Yes
Board Committees:
Other Public Boards: American Express Company;
Estée Lauder Companies
Qualifications:

Ambassador Charlene Barshefsky has been a Senior International Partner at Wilmer Cutler Pickering Hale and Dorr LLP (WilmerHale), a multinational law firm in Washington, D.C., since 2001. Prior to joining the law firm, Ambassador Barshefsky served as the United States Trade Representative, the chief trade negotiator and principal trade policy maker for the United States and a member of the President’s Cabinet from 1997 to 2001, and as Acting and Deputy United States Trade Representative from 1993 to 1996. Ambassador Barshefsky is also a director of the American Express Company and the Estée Lauder Companies. Within the past five years, Ambassador Barshefsky has served on the board of Starwood Hotels & Resorts Worldwide.

Ambassador Barshefsky brings to the Board international experience acquired prior to, during, and after her tenure as United States Trade Representative. As the chief trade negotiator for the United States, Ambassador Barshefsky headed an executive branch agency that operated worldwide in matters affecting international trade and commerce. Ambassador Barshefsky’s position as Senior International Partner at a multinational law firm brings to the Board continuing experience in dealing with foreign governments, focusing on market access and the regulation of business and investment. Through her government and private experience, Ambassador Barshefsky provides substantial expertise in doing business in China, where Intel has significant operations. As a director for other multinational companies, Ambassador Barshefsky also provides cross-board experience.

Aneel Bhusri

Co-Founder and CEO, Workday, Inc.


Age: 51
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Workday, Inc.
Qualifications:

Aneel Bhusri has been CEO at Workday, Inc., a provider of enterprise cloud applications for human resources and finance headquartered in Pleasanton, California, since May 2014. Mr. Bhusri has served as a director of Workday from 2005 to the present, as President from January 2007 to September 2009, as Co-CEO from September 2009 to May 2014, and as Chairman from January 2012 to May 2014. He has also been a partner at Greylock Partners, a venture capital firm, from 1999 to 2015, and currently serves as an advisory partner. Before co-founding Workday in 2005, Mr. Bhusri held a number of leadership positions at PeopleSoft, including Senior Vice President responsible for product strategy, business development, and marketing, and vice chairman of the board. Mr. Bhusri received an MBA from Stanford University and holds bachelor’s degrees in electrical engineering and economics from Brown University. He is a Crown Fellow at the Aspen Institute.

Mr. Bhusri brings to the Board senior leadership, cloud computing expertise, and operational experience from his experience as CEO and chairman of an enterprise cloud applications company, his prior work in product, marketing, and business development of another human resources application company, and his role as partner of several venture capital firms. Mr. Bhusri’s more than 20 years of experience in enterprise software innovation and cloud computing brings depth to the Board in areas that are important to Intel’s business and in today’s connected world.

Andy D. Bryant

Chairman of the Board of Directors, Intel Corporation


Age: 66
Director since: 2011
Independent: No
Board Committees:
Other Public Boards: Columbia Sportswear;
McKesson Corporation
Qualifications:

Andy D. Bryant has been Chairman of the Board of Directors of Intel since May 2012. Mr. Bryant served as Vice Chairman of the Board of Directors of Intel from July 2011 to May 2012. Mr. Bryant joined Intel in 1981, became Chief Financial Officer in February 1994, and was promoted to Senior Vice President in January 1999. In December 1999, he was promoted to Executive Vice President and his role expanded to Chief Financial and Enterprise Services Officer. In October 2007, Mr. Bryant was named Chief Administrative Officer (CAO), a position he held until January 2012. In 2009, Mr. Bryant’s responsibilities expanded to include the Technology and Manufacturing Group. Mr. Bryant serves on the board of directors of Columbia Sportswear and McKesson Corporation.

Mr. Bryant brings senior leadership, financial, strategic, and global expertise to the Board from his former service as CFO and CAO of Intel. Mr. Bryant has budgeting, accounting controls, and forecasting experience and expertise from his work in Intel Finance, as CFO and as CAO. Mr. Bryant has been responsible for manufacturing, human resources, information technology, and finance. Mr. Bryant has regularly attended Intel Board meetings for more than 18 years in his capacity as CFO and CAO, and has direct experience as a board member through his service on other public company boards. After evaluating the Board’s corporate governance guideline regarding retirement of corporate officers, the Board determined to re-nominate Mr. Bryant because it believes that Mr. Bryant continues to be best positioned to support the independent directors through his service as a key member and Chairman of the Board with strong leadership skills and financial experience. The Board believes that Mr. Bryant’s contributions since becoming Chairman in 2012 and his expertise and experience are invaluable to the Board in the current climate. The Board, therefore, decided to nominate Mr. Bryant for an additional term as a director and Chairman of the Board.

Reed E. Hundt

Principal, REH Advisors, LLC


Age: 69
Director since: 2001
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Reed E. Hundt has been a Principal of REH Advisors, LLC, a strategic advice firm in Washington, D.C., since 2009, and CEO of the Coalition for Green Capital, a non-profit organization based in Washington, D.C., that designs, develops, and implements green banks at the state, federal, and international level, since 2010. From 1998 to 2009, Mr. Hundt was an independent advisor to McKinsey & Company, Inc., a worldwide management consulting firm in Washington, D.C., and Principal of Charles Ross Partners, LLC, a private investor and advisory service in Washington, D.C. Mr. Hundt served as Chairman of the U.S. Federal Communications Commission (FCC) from 1993 to 1997. From 1982 to 1993, Mr. Hundt was a partner with Latham & Watkins LLP, an international law firm. Mr. Hundt currently provides advisory services to Covington & Burling LLP, an international law firm. Mr. Hundt served as a member of the board of directors of Infinera Corporation from 2007 to 2010.

As an advisor to and an investor in telecommunications companies and other businesses on a worldwide basis, Mr. Hundt has significant global experience in communications technology and the communications business. Mr. Hundt also has significant government experience from his service as Chairman of the FCC, where he helped negotiate the World Trade Organization Telecommunications Agreement, which opened markets in 69 countries to competition and reduced barriers to international investment. Mr. Hundt’s legal experience enables him to provide perspective and oversight on legal and compliance matters, and his board service with numerous other companies, including on their audit committees, provides cross-board experience and financial expertise. His work with a number of ventures involved in sustainable energy and the environment provides him with a unique perspective in overseeing Intel’s environmental and sustainability initiatives.

Omar Ishrak

Chairman and CEO, Medtronic plc


Age: 61
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards: Medtronic plc
Qualifications:

Omar Ishrak has been Chairman and Chief Executive Officer of Medtronic plc, a global medical technology company, since 2011. Prior to joining Medtronic, Mr. Ishrak served as President and Chief Executive Officer of GE Healthcare Systems, a comprehensive provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Before that, Mr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004. Mr. Ishrak is a member of the Board of Trustees of the Asia Society, a leading educational organization dedicated to promoting mutual understanding and strengthening partnerships among peoples, leaders and institutions of Asia and the United States in a global context.

Mr. Ishrak brings senior leadership, strategic and global expertise to the Board from his current position as CEO and his long history of success as a global executive in the medical technology industry. In his role at Medtronic, Mr. Ishrak has overseen a number of strategic acquisitions, bringing business development and mergers and acquisitions (M&A) experience to the Board. Mr. Ishrak has experience developing, introducing and scaling innovative business models to create and grow markets, and has extensive knowledge and understanding of emerging markets and customer needs. In addition, he provides technical and brand marketing expertise from his role as a leader of a global medical technology company.

Brian M. Krzanich

CEO, Intel Corporation


Age: 56
Director since: 2013
Independent: No
Board Committees:
Other Public Boards: Deere & Company
Qualifications:

Brian M. Krzanich has been a director and CEO of Intel since May 2013. Mr. Krzanich joined Intel in 1982. He became a Corporate Vice President in May 2006, serving until 2010 as Vice President and General Manager of Assembly and Test. He was Senior Vice President and General Manager of Manufacturing and Supply Chain from 2010 to 2012. He was appointed Executive Vice President and Chief Operating Officer in 2012, responsible for Intel’s global manufacturing, supply chain, human resources, and information technology operations. Mr. Krzanich is a member of Deere & Company’s board of directors.

As our CEO and a senior executive officer with over 31 years of service with Intel, Mr. Krzanich brings to the Board significant senior leadership, manufacturing and operations, industry, technical, and global experience, as well as a unique perspective of the company. As CEO, Mr. Krzanich is directly responsible for Intel’s strategy and operations.

Tsu-Jae King Liu

Professor, University of California, Berkeley


Age: 53
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Dr. Tsu-Jae King Liu holds a distinguished professorship endowed by TSMC in the Department of Electrical Engineering and Computer Sciences at the University of California, Berkeley. Dr. Liu also serves as Vice Provost, Academic and Space Planning, at U.C. Berkeley, and she previously served as Associate Dean for Academic Planning and Development, College of Engineering, and Chair of the Department of Electrical Engineering and Computer Sciences. Dr. Liu has nearly 20 years of experience in higher education in a range of faculty and administrative roles, including as Associate Dean for Research in the College of Engineering. Her achievements in teaching and research have been recognized by a number of awards, most recently the Semiconductor Industry Association University Research Award. Dr. Liu served on the board of the Center for Advancing Women in Technology from October 2014 to May 2016. She received her B.S., M.S., and PhD degrees in Electrical Engineering from Stanford University.

As a scholar and educator in the field of nanometer-scale logic and memory devices, including advanced materials, process technology, and devices for energy-efficient electronics, Dr. Liu brings to the Board industry and technical experience directly related to Intel’s memory research and development, and manufacturing.

David S. Pottruck

Chairman and CEO, Red Eagle Ventures, Inc.


Age: 68
Director since: 1998
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

David S. Pottruck has been Chairman and CEO of Red Eagle Ventures, Inc., a private equity firm in San Francisco, California, since 2005. Mr. Pottruck has also served as Co-Chairman of Hightower Advisors, a wealth-management company in Chicago, Illinois, since 2009 and in 2013 became Chairman. Mr. Pottruck teaches in the MBA and Executive Education programs of the Wharton School of Business of the University of Pennsylvania, and serves as a Senior Fellow in the Wharton School of Business Center for Leadership and Change Management. Prior to joining Red Eagle Ventures, Inc., Mr. Pottruck had a 20-year career at Charles Schwab Corporation that included service as President, CEO, and a member of the board. Mr. Pottruck has been elected to become a director of GSV Capital effective May 31, 2017.

As the Chairman and CEO of a private equity firm, and as a former CEO of a major brokerage firm with substantial Internet operations, Mr. Pottruck brings to the Board significant senior leadership, management, operational, financial, business development, and brand management expertise.

Gregory D. Smith

CFO, EVP, Corporate Development and Strategy, The Boeing Company


Age: 50
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Gregory D. Smith has been CFO, Executive Vice President, Corporate Development and Strategy at The Boeing Company, the world’s largest aerospace company, since February 2015. Mr. Smith is responsible for overall financial management of the company, its financial reporting and transparency, and for multiple corporate functions including Controller, Treasury, Investor Relations, Tax and long-range planning. He also oversees Boeing Capital Corporation, the company’s global financing arm. Additionally, Mr. Smith leads the organization that analyzes the marketplace and shapes Boeing’s strategies, which includes guiding the company’s corporate development function, with responsibility for mergers and acquisitions. Mr. Smith previously served at Boeing as Executive Vice President, Chief Financial Officer from February 2012 to February 2015; Vice President of Finance and Corporate Controller from February 2010 to February 2012; and Vice President of Financial Planning & Analysis from June 2008 to February 2010. Prior to that, he served for four years as Vice President of Global Investor Relations at Raytheon Company.

Mr. Smith brings to the Board senior leadership, financial, strategic, operational, and global expertise. He has budgeting, accounting controls, internal audit, financial forecasting, strategic financial planning and analysis, capital commitment planning, competitive analysis and benchmarking, investor relations, and mergers and acquisitions experience from his work as Boeing’s CFO. Mr. Smith also brings substantial international experience to the Board. He has continuing experience in dealing with foreign governments, including on issues related to market access and the regulation of business and investment. Mr. Smith also brings operational experience to the Board, having held a number of leadership roles at Boeing in supply chain, factory operations and program management.

Frank D. Yeary

Executive Chairman, CamberView Partners, LLC


Age: 53
Director since: 2009
Independent: Yes
Board Committees:
Other Public Boards: PayPal Holdings, Inc.
Qualifications:

Frank D. Yeary has been Executive Chairman of CamberView Partners, LLC, an advisory firm in San Francisco, California that provides proactive corporate governance and stockholder engagement advice, since 2012. Mr. Yeary was Vice Chancellor of the University of California, Berkeley from 2008 to 2012, where he led and implemented major strategic and financial changes to the university’s financial and operating strategy. Prior to 2008, Mr. Yeary spent nearly 25 years in the finance industry, most recently as Managing Director, Global Head of Mergers and Acquisitions, and a member of the Management Committee at Citigroup Investment Banking, a financial services company. Mr. Yeary was also Chairman and co-founder of Level Money, Inc., a personal finance organization for young adults, from 2012 to 2015. Within the past five years, Mr. Yeary has served as a member of the board of directors of eBay. Mr. Yeary is a member of the board of directors of PayPal.

Mr. Yeary’s extensive career in investment banking and finance brings to the Board financial strategy and M&A expertise, including expertise in financial reporting and experience in assessing the efficacy of mergers and acquisitions. In addition, Mr. Yeary’s role as Vice Chancellor and as Chief Administrative Officer of a large public research university provides strategic and financial expertise. Mr. Yeary also provides the Board with insight into best practices in corporate governance and stockholder engagement.

David B. Yoffie

Professor, Harvard School of Business


Age: 62
Director since: 1989
Independent: Yes
Board Committees:
Other Public Boards: Financial Engines, Inc.
Qualifications:

Dr. David B. Yoffie has been a Professor at Harvard University’s Graduate School of Business Administration in Boston, Massachusetts, since 1981. Dr. Yoffie also served as the Harvard Business School’s Senior Associate Dean and Chair of Executive Education from 2006 to 2012. He received a PhD from Stanford University, where he has been a Visiting Scholar. Dr. Yoffie served as Chairman of the Harvard Business School Strategy department from 1997 to 2002, as Chairman of the Advanced Management Program from 1999 to 2002, and as Chair of Harvard’s Young Presidents’ Organization program from 2004 to 2012. Dr. Yoffie is a member of the board of directors of Financial Engines, Inc. Within the past five years, Dr. Yoffie has served on the board of TiVo, Inc.

As a scholar and educator in the field of international business administration, Dr. Yoffie brings to the Board significant global experience and knowledge of competitive strategy, technology, and international competition. Dr. Yoffie’s board service with other U.S. and non-U.S. public companies also provides cross-board experience. As our longest-serving director, Dr. Yoffie provides unique insights and perspectives on Intel’s development and strategic direction.

Meeting Highlights

The Venue

2017 Annual Meeting Virtual Shareholder Meeting Only
Available online, intel.onlineshareholdermeeting.com

Date/Time:

May 18, 2017 8:30amPacific Time

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
Election of the 11 directors named in this proxy statement check-box
Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 2017 check-box
Advisory vote to approve executive compensation check-box
Approval of amendment and restatement of the 2006 Equity Incentive Plan check-box
Advisory vote on the frequency of holding future advisory votes to approve executive compensation check-box
Stockholder proposal requesting an annual advisory vote on political contributions, if properly presented x
Stockholder proposal requesting that votes counted on stockholder proposals exclude abstentions, if properly presented x

Title Goes Here