INTEL CORP : Change in Directors or Principal Officers (form 8-K)


Item 5.02 Department of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(c) Appointment of Chief Accounting Officer

Scott Gawel has been appointed as Corporate Vice President and Chief Accounting Officer of Intel Corporation (“Intel”), effective as of July 6, 2022 (the “Effective Date”). In this role, he will serve as Intel’s principal accounting officer.

Mr. Gawel, 51, will join Intel from Oracle Corporation, a software and technology company. From December 2020 to June 2022, he served as Senior Vice President and Corporate Controller of Oracle. He served as Oracle’s Senior Vice President and Assistant Controller from September 2017 to December 2020Vice President and Corporate Accounting from June 2009 to September 2017and Senior Director and Corporate Accounting from 2004 to June 2009.

In connection with his appointment as Chief Accounting Officer, Intel entered into an offer letter with Mr. Gawel (the “Offer Letter”) setting forth the terms of his employment and compensation. The following is a brief description of the material arrangements entered into with Mr. Gawel. Pursuant to the Offer Letter, Mr. Gawel’s base salary will be $475,000and he will be eligible for an annual incentive cash bonus with a target amount of $475,000 under Intel’s Executive Annual Performance Bonus Plan and a quarterly incentive cash bonus under Intel’s broad-based quarterly bonus program. Mr. Gawel will be granted an annual equity award of restricted stock units (“RSUs”) with a target value of approximately
$1,500,000.

The Offer Letter also provides for certain new hire “make-whole” compensation to be provided to Mr. Gawel In the form of an equity award and a cash bonus, designed primarily to make him a whole for compensation that he forfeited upon his departure from his prior employer. These include RSUs with a target value of approximately $2,000,000. In addition, Mr. Gawel will receive a cash bonus of
$2,500,000, payable in three annual installments with the first payment being made within 30 days of the Effective Date. In the event he voluntarily terminates his employment or is terminated by Intel for cause within one year of each payment date, he must repay the cash bonus on a prorated basis. Mr. Gawel’s equity awards will be subject to the terms and conditions of Intel’s 2006 Equity Incentive Plan.

Mr. Gawel will also enter into Intel’s standard form of officers’ indemnification agreement with Intel, pursuant to which Intel agrees to indemnify its officers 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 .

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