Bid Cap
Company library Semis & Hardware

Management and incentives

Intel Corp. INTC

Three-pass checked

Intel pays Lip-Bu Tan to grow revenue, hold spending down and beat the S&P 500, and his March 2025 awards are worth roughly $640 million at maximum against the $66 million the board negotiated. The measures he is graded on exclude by name the $1.8 billion of stock Intel pays its people and the $13.6 billion loss on shares owed to Washington, so the largest costs of the turnaround never reach his scorecard.

Key data

Chief executiveLip-Bu Tan, in the seat since Mar 18, 2025
Annual bonus weightsRevenue 25% · gross margin 25% · operating expense 25% · Intel Top Jobs 25% (CEO design; other officers 20% each plus 20% individual)
Equity weightsAnnual: 60% performance units, 40% options. One-time: $25.0M options, $17.0M performance units
Payout rangeBonus 0 to 200% of target. Annual units 0 to 200%. New-hire units 0 to 300%
2025 resultBonus 118.7% of target ($2.4M); 2023 units settled at 76% on Jan 31, 2026
Latest paceQ2 2026 revenue $16.1B, up 25%; operating margin 11.1% against negative 4.2% for full-year 2025
Price · grant marks$102.02 on Sep 16, 2026 · option strike $25.90 · 30-day average used for conversion $22.79
Filing anchorDEF 14A Mar 23, 2026; 10-K (FY2025) Jan 23, 2026; 10-Q (Q2 2026) Jul 24, 2026

INTC · price with moving averages

Daily · 6MWeekly · 3Y
$10$43$76$110$143 Oct '23May '24Dec '24Jul '25Feb '26Oct '26 Bid Cap
EMAs82140

Source: market data.

What the paycheck buys

2025 bonus metricWhat it meansCEO weightThreshold / target / maximumResultPayout
Revenue, adjustedEvery dollar billed, restated as if Altera were still owned25%$48.0B / $52.0B / $58.0B$53.36B113.6%
Gross margin %, adjustedCents of each sales dollar left after making the chip, before stock pay25%34% / 37% / 40%36.96%99.6%
Operating expense, adjustedResearch plus overhead, with stock pay and restructuring removed25%$19.5B / $18.5B / $17.5B$16.48B200%
Intel Top JobsProduct and factory milestones. Sub-goals withheld as confidential25%Not disclosedProducts 69.0/80.0, Foundry 53.0/80.0, Corporate 19.5/20.0; blended 80.580.5%
Individual goalsPersonal objectives. Not part of the CEO design0% (20% others)Not disclosed100% to 110%100–110%
Equity awardTarget valuePeriodWhat decides itPayout range
Annual performance units$14.4M (60% of grant)3 years, vest Jan 31, 2028Return vs S&P 500: zero at or below 25th percentile, target at 55th, maximum at 80th; capped at target if Intel's own return is negative0–200%
Annual options$9.6M (40% of grant)Vest one third a year, 7-year term, strike $25.90Share price alonen/a
New-hire options$25.0MVest one fifth a year over 5 years, 10-year term, strike $25.90Years 1 and 2 vest at target; years 3 to 5 on return vs S&P 500Target ±50%
New-hire performance units$17.0MPrice measured Mar 18, 2028; earned units vest 50/25/25 across years 3 to 5Closing price against the 30-day volume-weighted average before Mar 12, 2025. Nothing if the price does not rise, target at 2x, maximum at 3x. Above target also needs a 55th-percentile return, and he must keep the $25M of stock he purchased0–300%

Three of the four things Tan is graded on are money measures, and each is stated after adjustments no auditor signs. Intel's rules remove share-based compensation, so the $1.8 billion of stock handed to its people in 2025 is not spending. Put it back and the company spent $18.4 billion, just under the $18.5 billion target bar and nowhere near the $17.5 billion maximum that paid double. Revenue and cash flow were then lifted as though Altera, sold in September 2025, had stayed in the house and met its forecast, which turned a 0.5% revenue decline into a 0.5% gain. I have watched a company take credit for a business it no longer owns before, and no auditor ever opines on a bonus plan.

The record and the bars

Fiscal yearWho held the seatBonus, % of targetEquity cycle settlingVestedRevenue (GAAP)The bar that year
2023Patrick Gelsinger98.3%2021 units, vested Jan 20240%$54.2BDifferent metric set, not comparable
2024Patrick Gelsinger, to Dec 126.1%2022 units, vested Jan 20250%$53.1BGross margin and group profit both scored zero
2025Lip-Bu Tan, from Mar 18118.7%2023 units, vested Jan 202676%$52.9BRevenue target $52.0B, below 2024's $53.1B actual; cash flow target $7.0B, below 2024's $8.3B actual
Open windowBaseIntelS&P 500GapWhat it decides
Annual units, fiscal 2025 start$20.30 on Dec 27, 2024+402.6%+27.6%+375 ptsThe whole award, 0 to 200%
New-hire awards, grant date$25.92 on Mar 18, 2025+293.6%+35.7%+258 ptsOption tranches 3 to 5, and any units above target

Price return excluding dividends, computed Sep 16, 2026, an approximation of the plan's percentile math. The new-hire hurdles, off $22.79, sit at $45.58 and $68.37.

The pattern is a board that lowers the bar, then pays above target for clearing it. The long-term growth goal was set at negative 2.0%, which the proxy describes as the same decline just posted. Tan also drew a full year's $2.0 million bonus target on nine and a half months of service while his salary was prorated to $746,200.

What he does next

Pace is not his problem. The 2026 bars stay unpublished until next spring, and the street carries $62.8 billion of revenue and $9.6 billion of operating profit across 32 estimates, so the market has already funded whatever the board set.

He raises money, because nothing on the scorecard measures share count or the cost of capital. Intel issued 242 million shares at $95.00 in August for $23.0 billion, diluting owners 4.7% while leaving revenue and margin percentage untouched; watch whether the shelf is tapped again. He keeps the expensive items below the operating line, out of the plan's view: the liability for shares owed to Washington ran from $2.7 billion at year end to $15.6 billion in June, a charge that grows as the stock climbs and that Intel's rules exclude by name, so watch the gap between the reported loss and the adjusted profit. The cheapest lever is already running: capital spending fell 29% to $6.2 billion in the first half while the stock went from $20 to $102 over the plan window. Announcements are free. Fabs are not.

The tape says the people inside believe it. Tan put $10.0 million of his own money into the August offering at $95.00, on top of the $25 million required of him in 2025. Only two officers disposed of anything under code S: a chief legal officer whose separation was announced a month before her larger sale, and the Foundry chief. Everything else is code M and code F, units converting and tax withheld.

Closing thoughts

Intel pays its chief executive to grow revenue, hold spending down and beat the index, and he is winning all three by a distance. The uncomfortable part is that the two biggest costs of winning, the stock Intel prints to pay its people and the stock it owes Washington, are both defined out of the scoreboard. Share count is where those costs show up.

Methodology

Sector frame: Semiconductors; the plan's own lead measures are adjusted revenue, adjusted gross margin percentage, adjusted operating expense and return relative to the S&P 500; valuation multiples, moat durability and price targets are omitted because this report grades incentives rather than the security.

Data gaps: Intel Top Jobs sub-goals and their weights are withheld for competitive reasons (DEF 14A Mar 23, 2026, page 50); the 2026 bonus targets are not disclosed until the 2027 proxy (DEF 14A page 56); the exact 30-day volume-weighted base for the new-hire unit price hurdle is unpublished, so hurdle dollars are computed from the $22.79 30-day average Intel disclosed for the share conversion (DEF 14A page 56).

Bundle: state/INTC_context.json · Filing anchor: DEF 14A filed Mar 23, 2026 covering fiscal 2025 compensation.

Sources: Intel DEF 14A filings of Mar 23, 2026, Mar 27, 2025 and Mar 28, 2024; Form 10-K for fiscal 2025 filed Jan 23, 2026; Form 10-Q for the quarter ended Jun 27, 2026; Forms 8-K of Mar 14, 2025, Jan 22, 2026, Apr 3, 2026, Apr 24, 2026 and Aug 12, 2026; 45 Forms 3 and 4 filed between Sep 16, 2025 and Sep 16, 2026; vendor price, index and consensus pulls dated Sep 16, 2026.

Fact check: the roughly $640 million maximum is computed as the disclosed unit and option counts (631,796 and 1,263,592 annual units, 745,870 and 2,237,610 new-hire units, 1,029,579 annual options, 1,792,938 and 2,689,407 new-hire options) valued at $102.02 against a $25.90 strike, and is an arithmetic estimate rather than a disclosed figure; every payout percentage, bar and achievement traced to the named proxy page; the bridges from reported figures to plan figures for gross margin, operating expense and operating margin reconciled against the Jan 22, 2026 earnings release; insider codes P, S, M, F and A counted from raw Form 4 XML rather than vendor summaries; share price, index level and consensus pulled live on Sep 16, 2026, with the two return windows and the price hurdle labeled as computed.

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