Business Context and Reporting Period
This Form 8-K filing by Advanced Micro Devices, Inc. (AMD) is dated June 27, 2025. The report discloses changes to the compensatory arrangements for certain members of the executive team, approved by the Board of Directors and the Compensation and Leadership Resources Committee.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation adjustments.
Executive Base Salary Increases
Effective July 1, 2025, annual base salaries for the following executives will increase:
- Lisa T. Su (Chair, President, CEO): $1,260,000 to $1,323,000
- Jean Hu (EVP, CFO, Treasurer): $760,000 to $800,000
- Mark Papermaster (EVP, CTO): $840,000 to $870,000
- Forrest Norrod (EVP, GM Data Center Solutions): $750,000 to $780,000
- Ava Hahn (SVP, General Counsel, Corporate Secretary): $600,000 to $620,000
Long-Term Incentive Awards
Equity awards with target values are scheduled for grant on August 15, 2025, under the 2023 Equity Incentive Plan:
| Executive | Target Value | Award Composition |
|---|---|---|
| Lisa T. Su | $33,000,000 | 75% PRSUs, 25% Stock Options |
| Jean Hu | $8,500,000 | 60% PRSUs, 20% Stock Options, 20% RSUs |
| Mark Papermaster | $10,000,000 | 60% PRSUs, 20% Stock Options, 20% RSUs |
| Forrest Norrod | $8,000,000 | 60% PRSUs, 20% Stock Options, 20% RSUs |
| Ava Hahn | $3,500,000 | 60% PRSUs, 20% Stock Options, 20% RSUs |
Material Changes and Performance Metrics
The filing details the performance conditions for Performance-Based Restricted Stock Units (PRSUs), which can range from 0% to 250% of the target number:
- Total Shareholder Return (TSR): 0% to 200% of target based on AMD's TSR relative to S&P 500 peer companies over the period August 15, 2025, to August 15, 2028. If TSR is negative, the maximum payout is capped at 100% of target.
- Non-GAAP EPS: An additional 0%, 25%, or 50% of earned PRSUs based on fiscal 2027 non-GAAP EPS compared to fiscal 2025 targets.
Stock Options will vest quarterly starting August 15, 2026, with a seven-year term. RSUs will follow a similar quarterly vesting schedule through August 15, 2029.
Outlook, Risks, and Contingencies
The filing outlines specific contingencies regarding a change of control:
- PRSUs earned will convert automatically to RSUs vesting on the earlier of the one-year anniversary of the change in control or August 15, 2028.
- EPS performance metrics may be adjusted based on the timing of a change of control relative to fiscal 2026 and 2027 earnings reports.
The filing does not provide general business outlook, risk factors, or management commentary beyond the compensation structure.
Investor Verification Checklist
- Verify the actual grant date of August 15, 2025, and the resulting "Conversion Price" based on the 30-day average stock price.
- Monitor AMD's Total Shareholder Return (TSR) relative to the S&P 500 peer group over the three-year performance period.
- Track fiscal 2025 non-GAAP EPS targets to assess the potential payout for the fiscal 2027 EPS metric.
- Review the 2023 Equity Incentive Plan for specific definitions of "change of control" and acceleration provisions.