April Miller Boise
Executive Vice President and Chief Legal Officer at INTC
Executive
About April Miller Boise
Executive Vice President, Chief Legal Officer and Corporate Secretary at Intel since July 6, 2022; age 55 as of 2024, leading Intel’s global legal, trade, and government affairs, and serving on the Executive Leadership Team . She brings 25+ years in corporate governance and global transactions, previously as EVP & CLO at Eaton and SVP & CLO at Meritor . Intel’s 2024 pay outcomes reflected underperformance (annual bonuses paid at 38.9–45.9% of target for NEOs; 2022 PSUs paid 0%)—linking incentives to results; revenue was down ~$1.1B (−2%) year over year . Company fundamentals over her tenure: see Revenue/EBITDA table below (values from S&P Global).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eaton Corporation plc | EVP & Chief Legal Officer | 2020–2022 | Led legal and governance for a global power management leader; conflict minerals and disclosure signatory |
| Meritor, Inc. (acquired by Cummins) | SVP, Chief Legal Officer & Corporate Secretary | 2016–2019 | Oversaw legal for a drivetrain/mobility supplier; corporate governance and strategic transactions |
External Roles
| Organization | Role | Years | Committees / Strategic impact |
|---|---|---|---|
| Trane Technologies plc (TT) | Independent Director | 2020–present | Chair, Sustainability, Corporate Governance & Nominating; member, Executive; prior Audit/Finance—brings global industrial and ESG perspective |
| Civic/Non-profit (examples) | Trustee/Director | Various | City Club of Cleveland; George W. Codrington Charitable Foundation; Rock & Roll Hall of Fame; prior Cleveland Clinic—network and governance depth |
Fixed Compensation
| Component | 2024 Amount / Terms | Notes |
|---|---|---|
| Base salary | $750,000 | Approved base for 2024 (first year as NEO) |
| Target bonus % | 175% of base ($1,312,500) | Annual Cash Bonus Plan target |
| Actual bonus paid (2024) | $562,600 (42.9% of target) | Payout reflects metric underperformance; individual OKR score 110% |
| Perquisites (selected) | Financial planning $20,000; relocation $10,600; tax gross-up on relocation $8,100 | Company-wide relocation policy; standard executive benefits |
Performance Compensation
Annual Cash Bonus Plan (2024)
| Metric (Weight) | Targeting approach | Actual company performance / score | Individual weighting/payout |
|---|---|---|---|
| Revenue (20%) | Non-GAAP revenue goal to align growth | $53.1B achieved; 32% payout for metric | |
| Gross Margin % (20%) | Non-GAAP GM to ensure profitable growth | 36.0% (adjusted); 0% payout for metric | |
| Group Operating Income (20%) | Corporate operating income for most NEOs | Intel Corporate −$0.3B (adjusted); 0% payout | |
| One Intel Operational Goals (20%) | Balanced scorecard (financial discipline, product leadership, build foundry, foundations; RISE overlay conditional) | Final score 72.3% | |
| Individual Performance Goals (20%) | Pre-established OKRs | April: Secured CHIPS funding; Altera separation; x86 advisory—score 110% | |
| Final Payout (Boise) | — | 42.9% of target ($562,600) |
Long-Term Incentives (design and outcomes)
| Element | 2024 Grants & vesting | Performance metrics | 2024 outcome context |
|---|---|---|---|
| PSUs (60% of LTI) | Target 24,295 PSUs; max 48,590; vest Jan 31, 2027 based on 3-year period | Annual: Revenue Growth % (60%), CFFO (40); Modifiers: 3-year rTSR vs S&P 500 and 3-year Revenue CAGR (cumulative ±25 points; cap at 100% if absolute TSR negative) | 2024 annual score for PSU metrics was 19% (Revenue Growth −2.1% → 32%; CFFO $8.3B → 0%) |
| RSUs (40% of LTI) | 48,589 RSUs; time-vest annually over 3 years from grant date (Feb 29, 2024) | Absolute stock price appreciation | Facilitates ownership/retention; no dividend equivalents prior to vesting |
| Legacy PSUs (2022 grant) | 2022 PSUs paid 0% (vested Jan 31, 2025) | Below-threshold results for modifiers; average annual goals ~50% | |
| Stock options | None outstanding for NEOs at FY-end 2024 | — | Intel did not include annual option awards in 2024 |
Grant-date fair values (accounting, ASC 718):
- 2024 PSU $1,051,000; 2023 PSU $1,695,300; 2022 PSU $456,700; 2024 RSU $2,031,400 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 62,979 shares (including 2,723 RSUs vesting within 60 days); <1% of shares outstanding |
| Unvested time-based RSUs at FY-end 2024 | 119,049 RSUs; market value $986,400 for 2024 RSUs; vest annually over 3 years |
| Unearned PSUs at FY-end 2024 (target) | 206,488 PSUs (across 2022/2023/2024 cycles); payout 0–200% subject to metrics/modifiers |
| Options (exercisable/unexercisable) | None outstanding |
| Stock ownership guidelines | 5x base salary requirement; status “On track”; compliance deadline July 2027 |
| Hedging/derivatives/short sales/pledging | Prohibited for directors/executives; includes collars, swaps; margin/pledging banned |
Employment Terms
- Employment: At will; no change-in-control payments or benefits for executive officers .
- Executive Severance Plan (effective Aug 1, 2024): If terminated without cause, eligible for 1.5x base + target bonus (paid over 18 months), 18 months health premiums, pro-rated vesting of eligible RSUs/PSUs (performance awards vest based on actual results after period), and up to 18 months outplacement .
- Cash severance policy cap: No arrangements exceeding 2.99x base + target bonus without stockholder approval .
- Clawbacks: Dodd-Frank/Nasdaq-compliant Compensation Recoupment Policy applies to incentive compensation upon “Big R” or “little r” restatements; plan-level clawbacks for bonus/equity also in place .
Revenue and EBITDA during Boise’s tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $63.054B* | $54.228B* | $53.101B* |
| EBITDA ($USD) | $16.951B* | $10.868B* | $7.526B* |
Values retrieved from S&P Global.*
Context: Intel disclosed 2024 non-GAAP revenue at $53.1B and revenue down ~$1.1B (−2%) year over year; GM% and operating income metrics missed thresholds, driving low bonus payouts .
Compensation Structure Analysis
- Mix and rigor: Majority of pay at-risk via annual bonus and PSUs; 2024 bonus capped at 200% with five metrics; PSUs incorporate both annual financial goals and 3-year modifiers (rTSR, revenue CAGR) with a cap if absolute TSR is negative—tightening pay-for-performance .
- Program changes: 2025 shifts PSU design fully to 3-year rTSR; bonus metric refined (operating expense replaces group OI); LTI mix reset to 50% PSUs/50% RSUs—keeps equity alignment while simplifying retirement rules (≥1-year service to qualify for acceleration) .
- Governance: No excise tax gross-ups; hedging/pledging prohibited; severance capped by policy; strong clawbacks; 2024 say-on-pay support >88% .
Related Party Transactions and Risk Indicators
- Related party: None involving Boise disclosed; overall process overseen by Audit Committee; only disclosed related-person transaction in 2024 involved another executive’s family member employment at ~$230,200 .
- Legal/ethics controls: Robust Code of Conduct oversight; Board-level ERM and cybersecurity governance .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay 2024: >88% approval; investor engagement focused on strategy and governance; 2025 program refinements responsive to feedback .
Expertise & Qualifications
- Background: Strategic advisor to the Board; deep corporate governance/policy expertise; global manufacturing and transaction experience from Eaton and Meritor .
- Public company governance: Active TT director with committee leadership—adds ESG and industrial domain insight .
Work History & Career Trajectory
| Organization | Role | Tenure | Notable scope |
|---|---|---|---|
| Intel | EVP, Chief Legal Officer & Corporate Secretary | 2022–present | Global legal, trade, government affairs; ELT member |
| Eaton | EVP & CLO | 2020–2022 | Global legal/gov affairs for power management leader |
| Meritor | SVP, CLO & Corporate Secretary | 2016–2019 | Legal leadership in automotive mobility supplier |
Equity Ownership & Awards Detail (FY-end 2024)
| Category | Shares / Value | Notes |
|---|---|---|
| Shares beneficially owned | 62,979 | Includes 2,723 RSUs vesting within 60 days |
| RSUs (unvested, FY-end) | 119,049; $986,400 (2024 RSUs) | Annual vesting over 3 years; value shown uses YE price |
| PSUs (unearned, target) | 206,488 | 2022–2024 cycles; 2022 payout = 0%; 3-year modifiers apply |
| Options | None | No options held/exercised in 2024 |
Investment Implications
- Pay-performance alignment: Boise’s incentives are tightly linked to revenue growth, cash generation, and multi-year TSR/CAGR modifiers; 0% PSU vest for 2022 and sub-50% bonus payout evidence strong downside sensitivity—reduces risk of pay without performance .
- Retention vs selling pressure: Significant unvested RSUs/PSUs and 5x ownership guideline “on track” suggest alignment and reduced near-term selling; hedging/pledging bans further align interests . We see limited insider selling visibility here—Form 4 analysis recommended for trading patterns.
- Severance economics: Executive Severance Plan at 1.5x base+bonus with pro-rated equity (performance-based vest contingent on actual results) provides market-standard protection without change-in-control accelerations; severance cap policy lowers shareholder risk of outsized payouts .
- Governance & ESG credibility: Clawbacks, say-on-pay support, and PSU redesign toward 3-year rTSR in 2025 may improve investor confidence in compensation discipline and long-term value alignment .
If desired, I can analyze Form 4 transactions for Boise to quantify actual insider buying/selling and vesting-driven sales, and calculate TSR since her start date versus peers.