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Intel shareholders revolt against Pat Gelsinger's pay package

Investors want compensation-performance link, but manufacturing plan will dent bottom line

Intel shareholders voted to reject the compensation packages for the chipmaker's top execs, according to regulatory documents filed with the Securities and Exchange Commission (SEC), although the vote was non-binding on the company.

The Intel Form 8-K submission to the SEC dated May 12 shows that about 1.78 billion votes were cast against Intel's executive compensation of its listed officers, with about 921 million votes cast in favor, nearly a two-to-one ratio against the packages.

This is not a new development, and last year's compensation measures also failed to gain shareholder approval.

In a statement, Intel said that it takes its investor feedback very seriously, and the company is committed to engaging with them and addressing their concerns.

These concerns seem to be about the level of reward that some Intel executives have been receiving, with shareholders seeking to link pay to performance. Last month it was disclosed that the chip giant awarded chief executive Pat Gelsinger an eye-opening $178 million in total compensation during 2021 after his return to the company in February that year.

This was comprised of a $1.098 million annual salary, a $1.75 million bonus and the bulk of the remainder coming from stock options and awards that vest longer term.

As The Register has already noted, this means that Gelsinger's total pay package was more than 1,700 times higher than the median employee pay at Intel. However, investors were also reported to be unhappy about Gelsinger's plans to revitalize the business with a significant expansion in manufacturing facilities that will impact the Intel's bottom line for several years to come.

It isn't just Intel that has seen disgruntled investors vote to reject executive compensation schemes. Last week it was reported that shareholders at Dutch multinational Philips had voted decisively against awarding a €1.8 million ($1.89 million) bonus to chief executive Frans van Houten, with almost 80 percent of shareholders at the meeting rejecting it. As with Intel, the vote is apparently non-binding on the company.

Feike Sijbesma, chairman of Philips' Supervisory Board, said in a statement: "We have ... taken note of the advisory vote on the 2021 Remuneration Report. We take the feedback seriously and will continue the constructive dialogue and consultation with our shareholders."

In the case of Philips, the share price has more than halved over the past year, with Van Houten telling shareholders last month the company planned to counteract "mounting inflationary pressure" by "implementing price increases and taking additional cost measures to mitigate these headwinds."

Also last week, Bloomberg reported that two companies that advise investors recommended that Amazon shareholders vote against the compensation packages for its top executives, including CEO Andy Jassy, in an upcoming annual meeting set for May 25.

According to the newswire, Institutional Shareholder Services Inc called Jassy's pay package "excessive" and claimed that Amazon's compensation program is not linked to any objective performance criteria.

Jassy was apparently awarded a pay package valued at about $212 million, mostly in stock grants that will only pay out in future, when he was promoted from heading up AWS to being CEO of the whole company last year. ®

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