Lip-Bu Tan
About Lip-Bu Tan
Intel’s Chief Executive Officer (age 65), appointed March 18, 2025; previously a director from 2022 to August 2024 and rejoined the Board upon becoming CEO . Education: B.S. Physics (Nanyang Technological University), M.S. Nuclear Engineering (MIT), MBA (University of San Francisco) . Track record: As Cadence CEO (2009–2021) he led a reinvention that more than doubled revenue, expanded operating margins, and delivered >3,200% stock price appreciation; later executive chair (2021–May 2023) . Intel designed his pay to be highly performance-oriented: 60% PSUs vs S&P 500 rTSR and 40% stock options for 2025 LTI; plus one-time new-hire PSUs tied to absolute stock price appreciation and performance-based options; he must also purchase and hold $25M of Intel shares through PSU vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cadence Design Systems | CEO | 2009–Dec 2021 | Reinvented company; doubled revenue, expanded operating margins; >3,200% stock price appreciation . |
| Cadence Design Systems | Executive Board Chair | Dec 2021–May 2023 | Continued board leadership after CEO tenure . |
| Intel Corporation | Director | Sep 2022–Aug 2024; rejoined Mar 2025 | Served on Board; reappointed upon becoming CEO . |
| Walden International | Founder & Chairman | 1987–Present | Venture investing; deep semiconductor ecosystem ties . |
| Celesta Capital | Founding Managing Partner | 2013–Present | Venture investing leadership . |
| Walden Catalyst Ventures | Founding Managing Partner | 2021–Present | Venture investing leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Credo Technology Group (Nasdaq: CRDO) | Director/Chair | Current | Connectivity solutions provider . |
| Schneider Electric SE (Euronext: SU) | Director | Current | Digital automation & energy management . |
| SoftBank (TSE: 9984) | Director | 2020–2022 | Prior public company board . |
| Hewlett Packard Enterprise (NYSE: HPE) | Director | 2015–2021 | Prior public company board . |
| HiDeep Inc. (KOSDAQ: 365590) | Director | 2012–2022 | Prior public company board . |
| UC Berkeley Engineering & CDSS | Advisory Board Member | Current | Academic affiliation . |
| SIA Robert N. Noyce Award | Recipient | 2022 | Industry recognition . |
Fixed Compensation
| Pay Element | FY 2025 Target/Terms | Notes |
|---|---|---|
| Base Salary | $1,000,000 | Reviewed annually by Board . |
| Target Annual Bonus (APB) | 200% of base salary ($2,000,000 target) | Based on financial and operational goals under Intel’s Executive APB Plan; paid following year . |
| Annual Equity (from FY 2026 onward) | At least $24,000,000 target; 60% PSUs / 40% options (anticipated) | Subject to Compensation Committee approval . |
Performance Compensation
2025 Long-Term Incentive (LTI)
| Instrument | Weight/Mix | Performance Metric | Target/Range | Vesting |
|---|---|---|---|---|
| PSUs (rTSR) | 60% of 2025 LTI | Relative TSR vs S&P 500 over 3 years | Earnout up to 200% of target based on rTSR | Same schedule as 2025 PSU program for other NEOs . |
| Nonqualified Stock Options | 40% of 2025 LTI | Stock price appreciation (options intrinsic value) | Exercise price = avg of high/low on grant date; 7-year max term | Annual vesting over 3 years . |
One-Time New-Hire Awards
| Instrument | Target Value | Performance Metric | Target/Range | Vesting |
|---|---|---|---|---|
| Performance-Based Options (rTSR) | $25,000,000 | rTSR vs S&P 500; requires absolute price growth for value | First two tranches vest at target; years 3–5 vesting based on rTSR with aggregate +/-50% payout; 10-year max term | Annual vesting over 5 years . |
| PSUs (Stock Price Growth + rTSR gate) | $17,000,000 | Absolute stock price vs 30-day VWAP pre-announcement; rTSR ≥55th percentile required for >target | 0% if price ≤ VWAP; 100% at 200% of VWAP; 300% at 300% of VWAP (linear interpolation between) | Earned after 3 years; vests 50% at year 3, 25% at year 4, 25% at year 5; must hold $25M purchased shares through each vest . |
Clawbacks: Incentive pay subject to Intel’s Compensation Recoupment Policy (Dodd-Frank 10D compliant) and plan-level clawbacks; recovery triggered by “Big R” and “little r” restatements, regardless of fault .
Equity Ownership & Alignment
| Measure | Amount | Date/Source |
|---|---|---|
| Beneficial Ownership (total) | 182,410 shares; less than 1% of outstanding | As of Mar 19, 2025; includes indirect holdings (trust) . |
| Direct Holdings | 15,910 shares (Direct) | Form 3 as of Mar 18, 2025 . |
| Indirect Holdings | 166,000 shares (by Family Trust) | Form 3 . |
| Retirement/ESPP | 500 shares (401(k)) | Form 3 . |
| Required Share Purchase | $25,000,000 Intel shares within 30 days of start; must hold through New-Hire PSU vesting | Offer letter . |
| Hedging/Pledging | Prohibited for directors and executive officers | Insider Trading Policy . |
| Exec Stock Ownership Guidelines | Multiple of base salary; measured quarterly; 5 years to comply | Framework disclosed; examples for other NEOs . |
Employment Terms
| Term | Details |
|---|---|
| Start/Role | CEO and Director effective March 18, 2025; at-will employment . |
| Pro-Rata Vesting (No Cause) | For awards granted >1 year before termination: pro-rata vesting based on elapsed/remaining months; PSUs/New-Hire Options at greater of target or actual for undetermined periods; 18-month post-termination option exercise window . |
| Change-in-Control (Double Trigger) | If terminated without Cause or for Good Reason after a Change in Control: 67% acceleration if within 18 months of start; 100% if after 18 months; 18-month option exercise window . |
| Good Reason | Material reduction in title/duties/comp; relocation >30 miles; failure to deliver equity grants (with 30-day cure) . |
| 280G Excise Tax | Best-net cutback (no excise tax gross-up) . |
| Retirement | Rule of 60 (age ≥60 with ≥5 years of service) may provide accelerated vesting per plan terms . |
| Indemnification | Standard form indemnification agreement (per 2024 10-K exhibit) . |
| Outside Activities | Board approval required for outside boards; must not materially interfere with CEO duties . |
| Attorneys’ Fees | Up to $70,000 reimbursement for offer/equity documentation legal fees in 2025 . |
Board Governance
- Service history and independence: Director from 2022–Aug 2024 (served on M&A Committee), reappointed March 2025 upon becoming CEO; as CEO he is not independent under Nasdaq rules; Independent Chair remains Frank D. Yeary .
- Committees: As CEO, no committee assignments; previously denoted “M” (M&A Committee) as a director .
- CEO search/board process: A CEO Search Committee (Yeary Chair; Henry, Novick, Weisler) conducted the process and recommended Tan; an Ad Hoc Committee reviewed strategic positioning/CHIPS Act agreement in 2024 .
Director Compensation (while a non-employee director)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | $791,500 | $758,700 |
| Fees Earned/Paid in Cash ($) | — | — (elected RSUs in lieu of cash) |
| Notes | Elected RSUs in lieu of cash; multiple RSU grants (incl. 2,317 RSUs May 11, 2023; 138 RSUs Nov 30, 2023) . | Received 2,887 RSUs in lieu of cash (May 8, 2024); forfeited 10,629 RSUs (second installment) and other unvested awards upon departure from Board Aug 22, 2024 . |
Compensation Structure Analysis
- Pay-for-performance orientation: Majority of LTI in PSUs/options tied to rTSR and absolute stock price; no time-vested RSUs for CEO in 2025 LTI (unlike other NEOs), increasing performance risk and upside/downside alignment .
- Alignment signals: Mandatory $25M share purchase and hold through PSU vesting materially increases “skin in the game” and limits near-term liquidity on those shares during vesting .
- Governance protections: No excise tax gross-ups; clawback policy compliant with Nasdaq 10D; no repricing of underwater options without stockholder approval under 2006 EIP .
- Severance/CIC economics: No disclosed cash severance multiple in offer letter; equity treatment is pro-rata on no-cause termination (after one year from grant) and double-trigger acceleration (67% within first 18 months; 100% thereafter) .
Performance & Track Record
- Cadence value creation: As CEO (2009–2021), more than doubled revenue, expanded operating margins, and delivered stock appreciation >3,200%; executive chair (2021–May 2023) .
- Intel leadership: Named principal executive officer; executed SOX 906 certifications for Intel’s 10-Qs in Q1, Q2, and Q3 2025 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for directors and executive officers (reduces misalignment risk) .
- Related-party transactions: Board review determined no relationships impairing independence (aside from non-independence due to CEO role) .
- Option repricing: Prohibited without stockholder approval under 2006 EIP .
- Political/regulatory scrutiny: August 2025 reporting of U.S. Senate inquiry into Tan’s prior ties/investments in Chinese firms and Cadence export violation settlement; Intel affirmed commitment to U.S. national security and engagement with the senator—heightened geopolitical risk perception around government-facing programs such as secure microelectronics .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Ownership as % of outstanding | Less than 1% (182,410 shares) . |
| Breakdown | 15,910 direct; 166,000 via family trust; 500 via 401(k) (Form 3) . |
| Ownership guidelines | Executives must meet multiples of salary within five years; measured at least quarterly . |
| Hedging/pledging | Prohibited for directors/executives . |
Employment Terms (Key Definitions)
- Good Reason: Material reduction in role/compensation, significant relocation, or failure to deliver equity; 30-day cure .
- Cause: Enumerated misconduct (fraud/dishonesty; willful failure; felony/moral turpitude; gross misconduct; improper confidentiality breach; IP/confidentiality breaches; failure to cooperate in investigations; SEC disqualification; breach of loyalty), with notice/cure and 2/3 Board vote mechanics .
- 280G: Best-net cutback to avoid excise tax (no gross-up) .
Investment Implications
- Alignment and incentive quality: Multi-year, performance-heavy equity mix (rTSR and absolute stock-price PSUs plus performance options) and a $25M mandatory share purchase/hold requirement point to strong alignment with long-term shareholder value and constrain near-term selling by the CEO .
- Retention dynamics: Five-year vesting on new-hire options and back-loaded PSU vesting create meaningful retention; double-trigger CIC acceleration mitigates change-of-control uncertainty without front-loading value, while pro-rata vesting for no-cause terminations (after one year) balances risk-sharing .
- Governance and downside protection: Robust clawback/recoupment policy, hedging/pledging prohibitions, and no option repricing without stockholder approval reduce governance risk; no excise tax gross-ups .
- Exogenous risk monitor: Political scrutiny regarding historic China-related ties may introduce headline/regulatory risk given Intel’s government-facing initiatives; continue to monitor disclosures and any required divestitures/mitigations .