INTEL CORP

Pay Philosophy and Elements of Compensation

The principal elements of our pay-for-performance philosophy include a competitive pay positioning strategy, an emphasis on incentive-driven pay and goals that are appropriately aligned with our business strategy (in terms of both selection and attainability), as evidenced by the following program components.

▪Total direct compensation opportunities are designed so that a substantial portion of executive pay is variable or “at risk,” based primarily on specific financial metrics or stock price performance over the long term.

▪To further align our executives’ interests with those of our stockholders, the Compensation Committee has structured compensation so that the proportion of variable cash and equity-based pay increases with higher levels of responsibility.

▪By using financial, operational and stock price measures, our incentive plans provide a clear and quantifiable link to operational performance with the goal of creating long-term stockholder value.

The competition for experienced executive talent, technical architects, AI and software leaders and advanced manufacturing experts remains intense and global. Rapid innovation cycles, geopolitical dynamics and large‑scale industry investment continue to elevate the importance of a compelling and competitive total direct compensation opportunity. To remain a destination for top talent, we benchmark compensation against a peer group that reflects the diverse markets in which we compete for leadership and technical capability. Adjustments to individual pay positioning consider performance, criticality of role, scarcity of skill set and experience, while balancing internal equity and external competitiveness. This approach supports our commitment to attracting, retaining and rewarding the leadership and technical excellence needed to drive our strategy forward.

Our executive compensation elements for 2025 included base salary, an annual cash bonus and long-term incentive equity awards consisting of annual RSUs, Options (for our CEO) and PSUs. We also provide a competitive benefits package that includes health care, retirement benefits, financial planning, life insurance and other programs consistent with market practice that are designed to allow our executive officers to maximize time and attention on activities designed to increase stockholder value. We believe that the sum of these components links the pay of our executive officers to the performance of our company and enables us to attract and retain talent in a highly competitive market.

Intel’s Executive Compensation Governance Process

The Compensation Committee is responsible for determining the compensation of our executive officers. The committee receives input from management, but executive officers do not propose, recommend or seek approval for their own compensation. In carrying out its responsibilities, the committee has retained and consults with an independent compensation consultant, Semler Brossy. See “Use of Independent Compensation Consultant” below for additional details.

Performance reviews for our CEO and our other executive officers consider these and other relevant topics that may vary depending on the role of the individual officer:

▪Strategic Capability. How well does the executive officer identify and develop relevant business strategies and plans?

▪Execution. How well does the executive officer execute strategies and plans?

▪Leadership Capability. How well does the executive officer lead and develop the organization and people?

▪Cultural Attributes. How well does the executive officer demonstrate strong cultural attributes?

External Competitive Considerations for 2025

To assist the Compensation Committee in its review of executive compensation in early 2025, Semler Brossy, in conjunction with Intel’s Compensation and Benefits Group, provided compensation data compiled from executive compensation surveys, as well as data gathered from annual reports and proxy statements from companies that the committee selected as a peer group for executive compensation analysis purposes. The historical compensation data was used to arrive at current-year estimates for the peer group. The committee used this data to compare the compensation of our NEOs to that of the individuals holding comparable positions at the companies in the peer group and make informed decisions.