Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(c), (e)
On September 19, 2016, Intel Corporation (Intel) announced that it had named Robert H. Swan as Intels Executive Vice President and Chief
Financial Officer, succeeding Stacy J. Smith as principal financial officer and principal accounting officer, effective October 10, 2016. As previously reported, Mr. Smith will be assuming a new senior executive role at the company, leading
sales, manufacturing and operations, once Mr. Swan joins Intel.
Mr. Swan, age 56, served as Operating Partner at General Atlantic, a private equity firm,
from September 2015 to September 2016. Prior to General Atlantic, he served as Senior Vice President, Finance and Chief Financial Officer of eBay, Inc. from March 2006 to July 2015. Previously, Mr. Swan served as Executive Vice President and Chief
Financial Officer at Electronic Data Systems Corporation and Executive Vice President and Chief Financial Officer of TRW, Inc., as well as Chief Financial Officer, Chief Operating Officer and Chief Executive Officer of Webvan Group, Inc. Mr. Swan
began his career at General Electric, serving for 15 years in numerous senior finance roles. Mr. Swan has served on the board of directors of eBay, Inc. and Applied Materials, Inc.
Pursuant to his offer letter, Mr. Swans starting annual base salary will be $850,000 and he will be eligible for an annual bonus with a target payout of
$1,119,000 under Intels Annual Performance Bonus program based on Intels financial performance as well as achievement of specified operational goals, and a quarterly bonus under Intels Quarterly Profit Bonus (QPB) plan, each of
which will be pro-rated for his actual period of service in 2016. In connection with his appointment, Mr. Swan will receive a hiring bonus of $5,500,000, of which (i) 50% is payable within 30 days of his employment start date, (ii) approximately 32%
is payable within 30 days of his 1 year anniversary of employment, and (iii) approximately 18% is payable at his 2 year anniversary of employment, provided he is employed in good standing on each of those dates, as determined by management. Mr.
Swan will be entitled to receive any unpaid portion of his hiring bonus in the event that Intel terminates Mr. Swans employment without cause before the bonus is paid in full.
Mr. Swans offer letter further provides that management will recommend that he be awarded a new hire restricted stock unit grant with an aggregate grant
date fair value of $9,500,000, vesting annually over a three year period following the grant date. Mr. Swan also is eligible for annual equity awards granted in January 2017 which, subject to approval by Intels Board of Directors, are
expected to have a target aggregate grant date fair value of $6,500,000 and be comprised of approximately 60% outperformance stock units (OSUs) and 40% time-based restricted stock units (RSUs). These equity grants will be subject to the terms
and conditions of Intels 2006 Equity Incentive Plan.
Mr. Swan is not a party to any transaction with any related person required to be disclosed
pursuant to Item 404(a) of Regulation S-K.