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Intel ex-CEO Gelsinger and his CFO slapped with lawsuit over Intel Foundry disclosures — plaintiffs demand Gelsinger surrenders his entire salary earn

siliconbruh999

Well-known member
LR Trust, an Intel shareholder, has filed a lawsuit related to the performance of Intel Foundry and against former and current executives as well as directors of the company (as discovered by The Register). The lawsuit accuses Pat Gelsinger, the former chief executive of Intel, and David Zinsner, an interim co-CEO and CFO of Intel, of mismanagement, misleading disclosures, demanding the return of their compensations and other gains to the company. The plaintiffs seek the entire sum of Gelsinger's $207 million salary that he earned during his tenure, which would then be paid back to Intel.

Allegedly the lawsuit claims that Pat Gelsinger and David Zinsner failed to communicate the poor performance of the Intel Foundry division, which had struggled to attract significant interest from major fabless designers while bleeding money. The lawsuit accuses Intel of failing to disclose critical risks in its 2024 Proxy Statement, a claim similar to one for which the company the company was sued for earlier this year. The lawsuit further claims that executives and board members allowed misleading statements about Intel Foundry Services (IFS) growth potential, obscuring substantial operating losses and declining internal revenue.

LR Trust asserts that Intel misrepresented the financial condition and performance of IFS and issued materially false and misleading public statements regarding cost savings, operational efficiencies, and IFS's profitability. Intel's production unit lost $7 billion in 2023 alone and losses worsened in 2024 as the company increased spending on new fabs.

The lawsuit seeks remedies for alleged harm to the company itself. If successful, the damages would be paid to Intel rather than to LR Trust and individual shareholders, which could improve the company's financial health. If LR Trust wins the lawsuit, it benefits primarily through its indirect interest as a long-term shareholder of Intel.

The lawsuit also claims that Pat Gelsinger and David Zinsner allegedly received substantial compensation, including salaries, stock awards, and bonuses, during a period of alleged mismanagement and financial misrepresentation. As a result, the plaintiffs seek restitution and punitive damages, along with court costs.

Page 19, point 70 of the lawsuit states [PDF]

"As later admitted by Intel, and in breach of the individual defendants' fiduciary duties, the true status of Intel's affairs at the time were that: (1) IFS's growth was not indicative of revenue growth reportable under its segment; (2) IFS experienced substantial operating losses in 2023; (3) IFS experienced a decline in product profit driven by lower internal revenue; (4) due to the foregoing, IFS could not be a strong tailwind to Intel’s foundry strategy; and (5) the Company failed to maintain adequate internal controls," the lawsuit states. "As a result of the foregoing, the Company's public statements were materially false and misleading at all relevant times."

 
No one will take the CEO position now they just scared away good CEO the next one will lick feet of Shareholders/Board and destroy the Company
 
Intel's 2024 Proxy Statement can be found here: https://www.intc.com/news-events/annual-stockholders-meeting

There's a ton in this, but a few things I found interesting:

- Pg 7 implies Arrow Lake on 20A
- Pg 9 blames lower revenue on "customer inventory corrections" (= your products weren't very competitive in 2022-2023?)
- Pg 21 summarizes the experience of the board members at the time
- Pg 57 talks about "Intel's Austerity Measures" (i.e. employee QoL impacts)
- Pg 63 has a chart showing how Intel compares Revenue and Income wise to it's peers (for 2023).
- Pg 66+ had Intel's Operational Goals. #1 is finance, #2 is product, #3 is AI/HPC, #4 is Regain Process Leadership, #5 is "Accelerate our Groveian culture", and #6 is talent related. (A glimpse into what order they consider their priorities).

I didn't really see anything in here about headwinds or tailwinds looking forward, but I'm not sure if the Proxy statements are the place these are usually covered.
 
PG used phrases like "early indication," "green shoots," "the train is leaving," and "rear-view mirror." I found his remarks to be occasionally misleading. I think one of the reasons for replacing PG is to rebuild trust with investors. I see the lawsuit as positive, as it will encourage the management to remain honest and transparent.
 
No one will take the CEO position now they just scared away good CEO the next one will lick feet of Shareholders/Board and destroy the Company
If PG was a good CEO, I'd hate to see a bad one. Assuming his weak product strategies and massive over-hiring were overlooked, his over-commitments to fab construction without customer commitments would justify his firing. What a mess he left.
 
If PG was a good CEO, I'd hate to see a bad one. Assuming his weak product strategies and massive over-hiring were overlooked, his over-commitments to fab construction without customer commitments would justify his firing. What a mess he left.
The weak products weren't his tbh they were already in the making before him his first product is Panther Lake and Clear water forest
His overhiring and Fab construction is but it took too late to realise this they should have never even agreed to make in Germany scrapping Israel was good thing they did
 
The weak products weren't his tbh they were already in the making before him his first product is Panther Lake and Clear water forest
His overhiring and Fab construction is but it took too late to realise this they should have never even agreed to make in Germany scrapping Israel was good thing they did
Also, the cancellation of the Riato Bridge coincided with the launch of ChatGPT by OpenAI.
 
The weak products weren't his tbh they were already in the making before him his first product is Panther Lake and Clear water forest
Since PG came on board, Intel has not announced a single leading product strategy. Panther Lake is a not a leadership CPU unless 18A gives them a process advantage, which is unclear. Potentially leadership graphics in a mobile-first CPU is not going to turn their fortunes around. Clearwater Forest looks like it's playing catch-up with Ampere. I'm not impressed.
 
I felt he was obsessed with fab constructions, often saying things like, 'all the concrete trucks are working for me.' I thought he should focus his attention and energy on competing with Jensen. He also mentioned multiple times that he was proud to have been part of the State of the Union address. I felt that was a misalignment, as his role was to serve as the CEO of a public company, not a government official.
 
As I said in 2021. Pat went all in, prioritizing Intel's least profitable business (manufacturing), where it doesn't have leadership and said "if you build it, they will come". That is not how foundry works.

This year, the rest of the public who do not read my blog found out Intel manufacturing has been extremely unprofitable and foundry growth is a very hard and slow process.

It was called IBM2.0 for a reason.
 
As I said in 2021. Pat went all in, prioritizing Intel's least profitable business (manufacturing), where it doesn't have leadership and said "if you build it, they will come". That is not how foundry works.
And the buisness that has allowed Intel dominate no good fab no domination it was Intel's Fab advantage that allowed them to be ahead of competition and the total domination of x86 they need competitive process and in volume
This year, the rest of the public who do not read my blog found out Intel manufacturing has been extremely unprofitable and foundry growth is a very hard and slow process.
That is so true but good luck explaining this to bunch of Intel Shareholders who don't even understand it
 
And the buisness that has allowed Intel dominate no good fab no domination it was Intel's Fab advantage that allowed them to be ahead of competition and the total domination of x86 they need competitive process and in volume

That is so true but good luck explaining this to bunch of Intel Shareholders who don't even understand it
1) We dominated (when I was there LOL). But times change. Intel missed the Strategic Inflection point (until 2020)
2) Intel should have explained it shareholders. I explain it to Intel shareholders every month LOL
 
1) We dominated (when I was there LOL). But times change. Intel missed the Strategic Inflection point (until 2020)
Yes but it's never too late 🙂
2) Intel should have explained it shareholders. I explain it to Intel shareholders every month LOL
Definitely give them a lecture from your dear SiliconBruh as well it's never too late you will not be that dominative in the near term but maybe you can if you plan for the next pivot (Quantum/Robotics)
Also tell the stockholders take a look at the board
 
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Can one be sued for being stupid ?

I think of Nokia’s CEO quote “"We didn't do anything wrong, but somehow, we lost"

Hindsight is 20:20 but at the moment the right strategy at any point can be murky and depending on your frame of reference many roads can look possible
 
If PG was a good CEO, I'd hate to see a bad one. Assuming his weak product strategies and massive over-hiring were overlooked, his over-commitments to fab construction without customer commitments would justify his firing. What a mess he left.
Well, here's BK's profile on LinkedIn:

1734796050435.png
 
I felt he was obsessed with fab constructions, often saying things like, 'all the concrete trucks are working for me.' I thought he should focus his attention and energy on competing with Jensen. He also mentioned multiple times that he was proud to have been part of the State of the Union address. I felt that was a misalignment, as his role was to serve as the CEO of a public company, not a government official.
I agree with your sentiment -- but Pat being at the State of the Union address sends a pretty powerful message to Intel's employees (and shareholders) that "Intel is important".

Feel free to laugh at me - but it was always a little inspiring to see the current President's portraits at certain defense facilities, especially the ones building the F-22 (I'm old), F-35, etc. They'd often have a "last visited" date to show the local workers that yes, what you're doing is important enough to get the President to fly here and see it.
 
If PG was a good CEO, I'd hate to see a bad one. Assuming his weak product strategies and massive over-hiring were overlooked, his over-commitments to fab construction without customer commitments would justify his firing. What a mess he left.
Btw we missed actual work by Pat Gelsinger that went unnoticed

Sapphire Rappids took 8 stepping (should have been out by BK time)
Meteor Lake (4 Stepping)

Emerald Rappids - 2 Stepping
Granite Rappids( 1 stepping)
Lunar Lake (2 stepping)
 
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