Chipmaker Intel Corporation made headlines earlier when word broke that the firm is cutting salaries of several employee grades, pausing bonuses and suspending paycheck bumps. The news, confirmed by an Intel spokesperson, came at a time when the broader technology industry is undergoing a painful cycle of layoffs after booming growth experienced during the coronavirus pandemic. Intel's situation is more complex when compared to other firms, such as Google, since the company also has to make heavy capital expenditures just when its revenues fall to record lows.
However, these pay cuts are not the only changes the world's largest chipmaker has made. In fact, Intel's filings with the Securities and Exchange Commission (SEC) reveal that the firm had made significant changes to the stock options and restricted stock units offered to its CEO Mr. Patrick Gelsinger when he took over the top position at the firm in 2021.
Intel Raises Bar For Share Vesting, Performace Award In Contract Amendments For CEO Patrick Gelsinger
Intel's head, Mr. Gelsinger, has not been shy when describing the difficult situation he has found himself in after taking over the helms—speaking at the sidelines of the World Economic Forum in Davos, the executive stressed the need for a delicate balance between "hitting the brakes and hitting the gas" at the same time. While his firm continues to bleed money in the market, with a disastrous fourth quarter earning report not receiving any accolades, at the same time, it has multi-billion dollar projects through which it aims to produce the world's latest semiconductors before anyone else can.
Then, at Intel's earnings report, Mr. Gelsinger again admitted that his firm had lost manufacturing leadership but remained upbeat about regaining the edge again as soon as next year. The CEO, like other top executives, has his performance tied to Intel's stock performance, with the assumption that as the company's fortunes improve, so will its stock price. This provides him with a multi million dollar incentive to put in all the effort for improving share price performance.
When he joined Intel, Mr. Gelsinger was enticed by a huge package. This included a whopping $1.1 million salary, an even larger annual performance bonus of 275% of his base salary, a hiring bonus of $1.75 million and six different equity (share) grants. These are performance-based restricted stock units (PSUs), restricted stock units (RSUs), growth PSUs, growth stock Options, outperformance PSUs and optional RSUs (subject to stock purchases made by the executive).
Out of the six equity grants, Intel (rather sneakily) made amendments to three agreements in late November last year. These agreements cover the growth and outperformance PSUs (with $20 million each and $40 million cumulatively) and the performance Options. The changes now stretch these share awards over a longer time period and extend the threshold for share price performance.
Starting from the two PSUs, both of these had an 'Interim Vesting date' through which Mr. Gelsinger would have received half of the shares awarded in the agreement three years (36 months) after the PSUs were granted. In the restricted stock unit world, a grant date is when an employee is awarded the shares, and these shares become available for trading when they are vested. So Mr. Gelsinger was granted the units when he started his employment, and for one of these, 50% of the stock units would have vested three years afterward if Intel's share price had appreciated by 200% over $49.65 and remained at that level for at least 30 days. For the second PSU, the terms are as follows:
The same Interim Date also applied to the second PSU, and the amendments effective November 18, 2022, remove the interim vesting date. So, in essence, Mr. Gelsigner cannot receive half of his stock units should Intel's share price appreciate by 200% and stay at those levels for thirty days as stipulated in the first PSU). Instead, he will have to wait for a full five years from his joining date of February 15, 2021. To make matters even more challenging for him, the stock price will have to stay at the aforementioned levels for 90 consecutive trading days instead of thirty days (so Pat better ensure the changes he's making will generate lasting value for Intel). However, for the second PSU shown in the image above, the share price still has to appreciate by 'only' 30% - an important fact, as you'll find out below.
The third agreement Intel has changed covers options that vest based on performance criteria and the time that the top executive has spent at the company. These are more lenient when compared to the PSUs, and the original agreement had promised a cool 2,083,638 shares of Intel common stock that would vest in four equal installments on each subsequent anniversary (contingent on the performance terms below) of Mr. Gelisnger's joining.
The Option Agreement was more lenient in its performance terms, as it required a 30% share price appreciation ($64.54) that was sustained for thirty consecutive days before the fifth anniversary of Mr. Gelsinger's joining. However, should the appreciation not occur, the Option would be canceled. To bring this agreement at par with the former two, the 30% appreciation is now 50%, and the level must be sustained for 90 trading days consecutively instead of the original thirty day limit.
All in all, it appears as if the Intel boss has gone all in with his efforts towards a turnaround of the decade for the firm.
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