Dion J. Weisler
Director at INTC
Board
About Dion J. Weisler
Independent director at Intel since 2020; age 57; born in Australia. Former President & CEO of HP Inc. with 25+ years in the IT industry, bringing senior leadership, operating/manufacturing, global/international, cybersecurity, and M&A experience; currently serves as Chair of Intel’s Talent and Compensation Committee and sits on public boards Thermo Fisher Scientific and BHP Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. | President & CEO | 2015–2019 (retired) | Championed inclusion and sustainability; deep customer-side tech insight |
| HP Inc. | EVP, Printing & Personal Systems Group | 2013–2015 | Senior operating leadership across printing/PC businesses |
| HP Inc. | SVP & Managing Director, Printing & Personal Systems, Asia Pacific & Japan | 2012–2013 | Regional leadership, manufacturing/operations |
| Lenovo Group Ltd. | VP & COO, Product & Mobile Internet Digital Home Groups | 2008–2011 | Product/operational leadership; cybersecurity/IT experiences |
| Lenovo Group Ltd. | VP & GM, South East Asia | 2007–2008 | Regional general management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermo Fisher Scientific Inc. | Director | Not disclosed | Public company board experience |
| BHP Group | Director | Not disclosed | Public company board experience |
| Monash Industry Council of Advisers (MICA) | Notable affiliation | Not disclosed | Advisery affiliation |
Board Governance
- Committee assignments: Chair, Talent and Compensation Committee (other members: James J. Goetz, Alyssa H. Henry, Risa Lavizzo-Mourey, Steve Sanghi) .
- Recent committee focus: increased pay-for-performance rigor, CEO and executive succession planning, compensation of interim Co-CEOs and new CEO package, oversight of talent/culture during 2024 headcount reductions, stockholder engagement .
- Prior committee: member of the now-disbanded M&A Committee (disbanded Feb 2025) .
- Independence: listed as Independent Director; Board determined 10 of 11 nominees independent under Nasdaq rules; Lip-Bu Tan not independent due to CEO role .
- Meetings and attendance: Board held 15 meetings in 2024; weighted average attendance across directors was 95%; independent directors meet in executive session at each regular Board meeting .
Fixed Compensation
| Item | 2024 Amount | 2023 Amount | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | $90,000 | Increased after ~10 years without increases |
| Annual equity award (target value) | $250,000 | $220,000 | RSUs vest ~1 year from grant |
| Compensation Committee Chair retainer | $40,000 | $25,000 | Chair retainer increased |
| Compensation Committee member retainer | $15,000 | $10,000 | Member retainer increased |
| RSUs in Lieu of Cash election available | 100% of cash | 100% of cash | Directors can elect to receive all cash as RSUs |
- 2024 director compensation (individual): Weisler’s total was $334,700, with $0 cash and $334,700 in stock awards; outstanding equity awards at FYE were 11,364 RSUs (market value $230,700) .
- RSU grants: annual equity award of 7,403 RSUs on May 8, 2024 (ASC 718 valuation assumed 5.25% risk-free rate and 1.67% dividend yield) ; RSUs in Lieu of Cash of 3,961 RSUs granted May 8, 2024 (ASC 718 assumed 5.25% risk-free rate and 1.67% dividend yield) .
- Deferred compensation: directors may defer up to 100% of cash compensation (credited to Intel stock hypothetical return) and defer settlement of vested equity awards until termination of service .
- Non-employee director stock ownership guidelines: ≥5x annual cash retainer within five years; includes vested/deferred RSUs; as of Dec 28, 2024 all non-employee directors met the guidelines or had time remaining .
Performance Compensation
- Intel’s non-employee director program does not use performance-conditioned equity; annual grants are time-based RSUs with ~1-year vest and no dividend equivalents prior to vesting .
- Hedging/pledging prohibited for directors; no performance metrics tied to director awards disclosed .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Thermo Fisher Scientific | Director | No Intel-related transactions disclosed; Board independence review found no impairing relationships since 2022 (ordinary-course dealings under de minimis thresholds) . |
| BHP Group | Director | No Intel-related transactions disclosed; Board independence confirmed as above . |
- Prior operating role at HP (major Intel customer) enhances customer perspective; Board independence review considered related transactions and found no impairment based on amounts and nature (≤ greater of $200,000 or 1% revenue thresholds) .
Expertise & Qualifications
- Senior leadership (CEO), global/international, industry & IT/technical, operating/manufacturing, emerging technologies, cybersecurity, human capital, business development & M&A; public company governance experience (Thermo Fisher, BHP) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Vesting in 60 Days | Market Value of Outstanding Equity Awards |
|---|---|---|---|---|
| Dion J. Weisler | 56,699 | <1% | 11,364 | $230,700 |
- Ownership calculation includes RSUs/options vesting within 60 days; no vested-but-deferred RSUs listed for Weisler (others noted; Weisler not among them) .
- Hedging, short sales, derivatives, margin accounts, and pledging of Intel stock are prohibited for directors .
Fixed Compensation – Grant Detail
| Grant Type | Grant Date | Units | Valuation Assumptions (ASC 718) |
|---|---|---|---|
| Annual director RSU grant | May 8, 2024 | 7,403 | 5.25% risk-free rate; 1.67% dividend yield |
| RSUs in Lieu of Cash (director fees) | May 8, 2024 | 3,961 | 5.25% risk-free rate; 1.67% dividend yield |
Board Governance – Committee Activity Snapshot
| Committee | Role | 2024 Recent Focus Areas | Structure/Meetings |
|---|---|---|---|
| Talent & Compensation | Chair | Program changes to align with strategy and increase pay-for-performance rigor; CEO succession; interim Co-CEO comp; new CEO package; 2024 headcount reduction impacts; stockholder engagement | Committee listed; Board held 15 meetings in 2024; independent director executive sessions every regular meeting |
| M&A (disbanded Feb 2025) | Prior member | Altera stake sale; foundry business separation; evaluation of strategic opportunities; UMC collaboration | Disbanded Feb 2025 |
Director Compensation Structure Notes
- Year-over-year changes: Board cash retainer increased to $100,000 (from $90,000); annual equity award target to $250,000 (from $220,000); Compensation Committee chair retainer to $40,000 (from $25,000); member retainer to $15,000 (from $10,000) .
- RSUs vest on the earlier of the one-year anniversary of grant or next annual meeting; unvested RSUs payable upon retirement when director is ≥75 (or ≥72 for awards before May 2022) or has ≥7 years board service; RSUs do not accrue dividend equivalents; deferred cash compensation mirrors Intel stock returns; deferred equity settles at termination of service .
Independence, Conflicts, Related-Party Exposure
- Independence affirmed under Nasdaq rules; no family relationships among directors or executive officers; Lip-Bu Tan not independent due to CEO role .
- Related-party transactions: one transaction disclosed for FY2024 involving employment of a relative of an executive; no transactions disclosed involving Weisler .
- Conflict management: Board oversees resolution of potential conflicts; Code of Conduct prohibits conflicts and use of confidential information for personal gain; waivers require Board approval; compliance program reports go to Audit Committee .
- Hedging/pledging: prohibited for directors and senior executives; transactions in publicly-traded options/derivatives on Intel stock are prohibited .
Insider Trades & Section 16 Compliance
| Topic | Disclosure |
|---|---|
| Section 16(a) reporting | All required filings timely in FY2024 except four Form 4s (for Goldsmith, Ishrak, G. Smith, Yeary) filed one day late due to administrative error; no delinquency noted for Weisler |
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair leading pay-for-performance reforms and CEO succession/compensation, with active stockholder engagement—signals responsiveness and rigor . Ownership guidelines at 5x cash retainer; Weisler’s beneficial ownership includes 56,699 shares and 11,364 RSUs vesting within 60 days—reasonable alignment, with prohibitions on hedging/pledging enhancing investor alignment .
- Watch items: Prior HP CEO experience implies customer-side perspective; Board independence review concluded no impairing relationships—continue monitoring any ordinary-course relationships with entities where Weisler serves as director (e.g., Thermo Fisher, BHP) though none exceed de minimis thresholds or impair independence .
- Compensation optics: 2024 director comp increases after long freeze and time-based RSUs (no performance conditions) are typical; Weisler elected RSUs in lieu of cash, increasing equity mix and alignment .
- Attendance/engagement: Board average attendance high (95%) and frequent independent executive sessions; committee focus areas indicate active oversight during strategic transitions .
RED FLAGS: None identified specific to Weisler—no related-party transactions, no hedging/pledging, no Section 16 delinquencies reported for him .