David Zinsner
INTELAbout David Zinsner
David A. Zinsner, age 56, is Executive Vice President and Chief Financial Officer of Intel; he joined on January 17, 2022 and served as Interim Co‑CEO from December 1, 2024 to March 18, 2025. He holds an MBA in finance and accounting from Vanderbilt University and a BS in industrial management from Carnegie Mellon University, and has over 25 years of semiconductor and technology finance and operations experience . Company performance during his tenure has been mixed: Intel’s total shareholder return (TSR) measured from a $100 base was $48.06 (2022), $93.55 (2023), and $38.30 (2024), while revenue was $63.1B (2022), $54.2B (2023), and $53.1B (2024), with 2024 net income at –$18.8B as the transformation and foundry separation progressed . 2024 executive payouts reflected pay‑for‑performance discipline—annual bonuses paid below 50% of target on average and 2019–2024 PSUs granted in 2022 vested at 0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Micron Technology | EVP & CFO | — | Led global finance and investor relations; senior executive on transformation at a leading memory supplier |
| Analog Devices | SVP Finance & CFO | — | Oversaw finance at a diversified analog semiconductor leader |
| Intersil Corp. | SVP & CFO | — | Guided finance at a mixed‑signal semiconductor company |
| Affirmed Networks | President & COO | — | Operational leadership in telecom software; scaled operations pre‑acquisition |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $790,600 | $752,800 | $808,300 (paid) ; approved annualized $850,000 |
| Target Annual Bonus (% of Salary) | — | — | 175% |
| Target Annual Bonus ($) | — | $1,410,800 | $1,476,600 |
| Actual Annual Bonus Paid ($) | $634,700 | $1,296,000 | $677,200 |
Performance Compensation
Annual Cash Bonus Plan (Design and 2024 Outcome)
| Metric | Weight | Target Design Rationale | 2024 Performance Target | 2024 Actual | 2024 Metric Payout |
|---|---|---|---|---|---|
| Revenue (Non‑GAAP) | 20% | Aligns to growth strategy | 6.0% YoY growth | –2.1% | 32% |
| Gross Margin % (Non‑GAAP) | 20% | Ensures quality of growth | — | Below threshold (company‑wide) | 0% (below threshold aggregate) |
| Group Operating Income (Non‑GAAP) | 20% | Segment accountability (Products/Foundry/Corporate) | — | Below threshold (company‑wide) | 0% (below threshold aggregate) |
| One Intel Operational Goals | 20% | Strategic execution (financial stability, product leadership, build foundry, foundations, RISE 2030) | — | 72.3% (NEO average, RISE excluded) | Contributes to <50% average payout |
| Individual Objectives | 20% | Differentiate contribution | — | ~110% average for NEOs | Contributes to <50% average payout |
| 2024 Total Bonus Outcome (Zinsner) | — | — | — | $677,200 | 45.9% of target (NEO range 38.9%–45.9%) |
Long‑Term Incentive Equity (PSUs and RSUs)
- PSU design (2024 grants): 60% revenue growth and 40% cash flow from operations (CFFO), each scored annually and averaged over 3 years; two 3‑year modifiers—relative TSR vs S&P 500 and revenue CAGR—can cumulatively adjust ±25 points; payouts 0–200% but capped at 100% if absolute TSR is negative .
- 2024 results applied to PSU year‑scores: Revenue growth 32%, CFFO 0% → combined annual score 19% (applies to 2022 year 3, 2023 year 2, 2024 year 1) .
- Vesting schedule: 2022 PSUs vest 1/31/2025 (actual payout 0%); 2023 PSUs vest 1/31/2026; 2024 PSUs vest 1/31/2027, subject to final 3‑year scoring and modifiers .
- RSU design (2024 grants): 40% of LTI for NEOs, vest in equal annual installments over 3 years to support retention and ownership .
Zinsner – PSU Targets by Grant Year
| Grant Year | Target PSU Shares | Max PSU Shares |
|---|---|---|
| 2022 PSUs | 57,540 | 115,080 |
| 2023 PSUs | 55,510 | 111,020 |
| 2024 PSUs | 43,499 | 86,998 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 222,854 Intel shares (<1% of outstanding) as of March 19, 2025 |
| Stock Ownership Guideline | 5× base salary; status: Met; deadline to meet: Jan 2027 |
| Unvested RSUs (counts/market value) | 243,200 RSU/PSU units not vested; RSU/PSU market value $4,937,000 (aggregate RSU market value component; see detailed table below) |
| Unearned PSUs (counts/payout value) | 469,641 unearned PSUs at target; payout value $9,533,800 (market/payout at period‑end) |
| Options | No outstanding option awards as of Dec 28, 2024 |
| Hedging/Pledging | Prohibited for executives; policy bans hedging, shorting, derivatives, margin accounts, and pledging |
Zinsner – Outstanding Equity Awards (as of Dec 28, 2024)
| Grant Date | Award Type | Unvested Shares/Units (#) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) | Vesting Schedule |
|---|---|---|---|---|---|---|
| 1/31/2022 | RSU/PSU | 82,185 | $1,668,400 | 172,614 | $3,504,100 | RSUs vest quarterly over 3 years; PSUs vest 1/31/2025 |
| 5/30/2023 | RSU/PSU | 74,018 | $1,502,600 | 166,531 | $3,380,600 | RSUs vest annually over 3 years; PSUs vest 1/31/2026 |
| 2/29/2024 | RSU/PSU | 86,997 | $1,766,000 | 130,496 | $2,649,100 | RSUs vest annually over 3 years; PSUs vest 1/31/2027 |
| Total | — | 243,200 | $4,937,000 | 469,641 | $9,533,800 | — |
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At‑will; offer letter governs compensation; CFO appointment Jan 17, 2022 |
| Severance (without cause) | Cash severance equals 1.5× base salary + 1.5× target bonus; for Zinsner: $3,506,250 cash plus ~$59,670 health premium contribution; total ~$3,565,920 on involuntary termination |
| Equity on Separation | No accelerated vesting under severance plan for outstanding awards as of Dec 28, 2024; death/disability values shown separately (RSU ~$4,937,000; PSU ~$7,949,700) |
| Change‑of‑Control | No arrangements that are triggered solely by a change‑in‑control for NEOs |
| Clawbacks | Clawback policies cover annual cash bonus, equity incentive plans, and other incentive compensation; detrimental conduct can trigger forfeiture |
| Hedging/Pledging | Prohibited for executives and directors |
| Perquisites | Financial planning, health evaluations, transportation; relocation assistance consistent with company‑wide policy (received upon joining in 2022) |
Multi‑Year Compensation Summary (NEO SCT)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $790,600 | $752,800 | $808,300 |
| Bonus ($) | $2,000,000 (new‑hire cash make‑whole; subject to clawback per offer) | — | — |
| Stock Awards ($) | $16,560,600 | $6,334,400 | $10,728,800 |
| Non‑Equity Incentive ($) | $634,700 | $1,296,000 | $677,200 |
| All Other Compensation ($) | $340,700 | $73,700 | $128,800 |
| Total ($) | $20,326,600 | $8,456,900 | $12,343,100 |
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR – $100 base | $48.06 | $93.55 | $38.30 |
| Peer Group TSR (S&P 500 IT) – $100 base | $138.70 | $218.92 | $305.54 |
| Revenue (billions) | $63.1 | $54.2 | $53.1 |
| Net Income (billions) | $8.0 | $1.7 | $(18.8) |
Governance, Ownership Guidelines, and Compliance
- Executive stock ownership guidelines require 5× base salary; Zinsner has met his guideline (deadline Jan 2027) .
- Insider trading policy prohibits hedging, derivatives, short sales, margin accounts, and pledging for executives/directors .
- No change‑in‑control‑triggered payments for NEOs; severance caps require shareholder approval if exceeding 2.99× salary+target bonus .
Investment Implications
- Pay-for-performance alignment: 2024 bonus at ~46% of target for Zinsner and 0% payout on the 2022 PSU cohort underscore rigorous incentive structures amid below‑threshold results; this reduces near‑term insider selling from PSU vesting and supports alignment with shareholders .
- Retention risk vs. lock‑in: Significant unvested RSUs/PSUs through 2027 (RSU/PSU combined counts and values in the outstanding awards table) suggest strong retention incentives; policy bans pledging/hedging and ownership guidelines are met, reinforcing “skin‑in‑the‑game” .
- Severance economics are moderate (1.5× salary + target bonus), with no single/double‑trigger change‑in‑control benefits—reducing potential “golden parachute” overhang and aligning costs with performance outcomes .
- 2025 program changes increase multi‑year rigor (PSUs fully 3‑year, relative TSR vs S&P 500; 50/50 PSU/RSU) and maintain TSR caps when absolute TSR is negative—tightening the link between pay and sustained value creation .