Advanced Micro Devices Inc DEF 14A, filed Mar 28, 2025

Advanced Micro Devices Inc (AMD)

DEF 14A 2025-03-28 For: 2025-05-14

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Added on June 12, 2026

About this DEF 14A

Advanced Micro Devices Inc filed this DEF 14A on March 28, 2025.

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☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


	Page

QUESTIONS AND ANSWERS		1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		7

ITEM 1—ELECTION OF DIRECTORS		8

Director Experience, Skills and Qualifications		8

Director Nominees		8

Board Demographics		17

Former Directorships in Public Companies in the Last Five Years		17

Consideration of Stockholder Nominees for Director		18

Communications with the Board or Non-Management Directors		18

Required Vote		19

Recommendation of the Board of Directors		19

CORPORATE GOVERNANCE		20

Independence of Directors		20

Compensation Committee Interlocks and Insider Participation		20

Board Leadership Structure		20

Risk Oversight		21

Code of Ethics		23

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS		24

Communications from Stockholders to Directors		26

INVESTOR ENGAGEMENT		27

ENVIRONMENTAL, SOCIAL AND GOVERNANCE		27

DIRECTORS’ COMPENSATION AND BENEFITS		32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		36

INFORMATION ABOUT OUR EXECUTIVE OFFICERS		38

COMPENSATION DISCUSSION AND ANALYSIS		43

Executive Summary		43

Response to 2024 “Say On Pay” Vote and Stockholder Engagement Process		47

Executive Compensation Policies and Practices		48

Compensation Philosophy and Objectives		49

Fiscal 2024 Compensation Elements		53

Change of Control Agreements and Arrangements		62

Severance and Separation Arrangements		62

Other Compensation Polices		64

COMPENSATION AND LEADERSHIP RESOURCES COMMITTEE REPORT		66

RISK ANALYSIS OF OUR COMPENSATION POLICIES AND PRACTICES		67

EXECUTIVE COMPENSATION		68

2024 SUMMARY COMPENSATION TABLE		68

OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END		70


	Page

GRANTS OF PLAN-BASED AWARDS IN 2024		72

OPTION EXERCISES AND STOCK VESTED IN 2024		73

2024 NONQUALIFIED DEFERRED COMPENSATION		74

SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS		75

CHIEF EXECUTIVE OFFICER PAY RATIO		83

PAY VERSUS PERFORMANCE TABLE		84

EQUITY COMPENSATION PLAN INFORMATION		89

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		90

AUDIT AND FINANCE COMMITTEE REPORT		91

ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		92

Required Vote		92

Recommendation of the Board of Directors		92

Independent Registered Public Accounting Firm’s Fees		93

Pre-Approval Policies and Procedures		93

ITEM 3—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)		94

Required Vote		95

Recommendation of the Board of Directors		95

ITEM 4—APPROVAL OF AMENDMENT AND RESTATEMENT OF CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES		96

Required Vote		97

Recommendation of the Board of Directors		97

ITEM 5—APPROVAL OF AMENDMENT AND RESTATEMENT OF CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS AS PERMITTED BY DELAWARE LAW AND TO MAKE A NON-SUBSTANTIVE CHANGE		98

Required Vote		99

Recommendation of the Board of Directors		99

ITEM 6—STOCKHOLDER PROPOSAL REQUESTING REMOVAL OF THE REQUIREMENT THAT STOCKHOLDERS TO CALL A SPECIAL MEETING MUST HAVE HELD THEIR SHARES FOR AT LEAST 1 YEAR		100

Recommendation of the Board of Directors		100

INCORPORATION BY REFERENCE		103

AVAILABLE INFORMATION		103

EXHIBIT A—AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED MICRO DEVICES, INC.		A-1



1.	Q:	WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?

	A:	In accordance with rules adopted by the SEC, commonly referred to as “Notice and Access,” we may furnish proxy materials by providing access to the documents on the Internet, instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice was mailed on or about March 28, 2025 to stockholders of record on March 19, 2025 (the “Record Date”) who have not previously requested to receive printed or emailed materials on an ongoing basis. The Notice instructs you as to how you may access our proxy materials on the Internet and how to vote on the Internet. You may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by following the instructions in the Notice. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the environmental impact of our annual meetings. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

2.	Q:	WHY AM I RECEIVING PROXY MATERIALS?

	A:	Our board of directors (the “Board”) is providing these materials to you in connection with the Board’s solicitation of proxies for use at our Annual Meeting, which will take place on Wednesday, May 14, 2025 at 9:00 a.m. Pacific Time virtually at www.virtualshareholdermeeting.com/AMD2025. Our stockholders as of the close of business on the Record Date are invited to attend or participate in our Annual Meeting and are requested to vote on the items described in this proxy statement. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares.

3.	Q:	WHAT IS INCLUDED IN THE PROXY MATERIALS?

	A:	The proxy materials for our Annual Meeting include the Notice, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (our “Annual Report”). If you received a printed copy of these materials, the proxy materials also include a proxy card or voting instruction form.

4.	Q:	HOW CAN I ACCESS THE PROXY MATERIALS OVER THE INTERNET?

	A:	The Notice, proxy card and voting instruction form contain instructions on how you may access our proxy materials on the Internet and how to vote on the Internet. Our proxy materials are also available at www.proxyvote.com and the Investor Relations page of our website at www.amd.com or ir.amd.com.

5.	Q:	WHO IS SOLICITING MY VOTE?

	A:	This proxy solicitation is being made by the Board of Advanced Micro Devices, Inc. We have retained MacKenzie Partners, Inc., professional proxy solicitors, to assist us with this proxy solicitation. We will pay the entire cost of this solicitation, including MacKenzie’s fees and expenses, which we expect to be approximately $25,000.



6.	Q:	WHO IS ENTITLED TO VOTE?

	A:	Stockholders as of the close of business on the Record Date are entitled to vote on all items properly presented at our Annual Meeting. On the Record Date, 1,616,297,522 shares of our common stock were outstanding. Every stockholder is entitled to one vote for each share of common stock held on the Record Date. A list of these stockholders will be available during regular business hours at our headquarters, located at 2485 Augustine Drive, Santa Clara, California 95054, from our Corporate Secretary at least ten days before our Annual Meeting. The list of stockholders will also be available during our Annual Meeting on our virtual meeting website.

7.	Q:	WHAT AM I BEING ASKED TO VOTE ON?

	A:	You may vote on:
	•	Proposal 1: Election of the eight director nominees named in this proxy statement.
	•	Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.
	•	Proposal 3: Approval on a non-binding, advisory basis of the compensation of our named executive officers (“Say-On-Pay”).
	•	Proposal 4: Approval of the amendment and restatement of our Certificate of Incorporation to increase the number of authorized shares of common stock from 2.25 billion shares to 4.0 billion shares.
	•	Proposal 5: Approval of the amendment and restatement of our Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law and to make a non-substantive change.
	•	Proposal 6: A stockholder proposal requesting removal of the requirement that stockholders wanting to call a special meeting must have held their shares for at least 1 year.
	•	Such other business as may properly come before our Annual Meeting or any adjournment or postponement of our Annual Meeting.

8.	Q:	HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?

	A:	The Board recommends that you vote:
	•	FOR each of the eight director nominees named in this proxy statement.
	•	FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.
	•	FOR the Say-On-Pay proposal.
	•	FOR the approval of the amendment and restatement of our Certificate of Incorporation to increase the number of authorized shares of common stock from 2.25 billion shares to 4.0 billion shares.
	•	FOR the approval of the amendment and restatement of our Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law and to make a non-substantive change.
	•	AGAINST the stockholder proposal described in this proxy statement.

9.	Q:	WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

	A:	Most of our stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record, and the Notice was sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to AMD or to vote at our Annual Meeting. If you requested to receive printed proxy materials, we have enclosed a proxy card for you to use, as described in the Notice and under Question 10 below. You may also vote on the Internet, or by telephone, as described in the Notice and under Question 10 below. You are also invited to attend our Annual Meeting via the Internet.


		Beneficial Owner. If your shares are held in an account in the name of a brokerage firm, bank, broker-dealer, trust or other similar organization (i.e., in street name), like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and the Notice should be forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker or other nominee how to vote your shares, and you are also invited to attend our Annual Meeting via the Internet, as described in the Notice and under Question 10 below.

10.	Q:	CAN I ATTEND THE ANNUAL MEETING VIA THE INTERNET? CAN I VOTE AT THE ANNUAL MEETING?

	A:	Stockholders may attend our Annual Meeting via the Internet at www.virtualshareholdermeeting.com/AMD2025. Stockholders will not be able to attend the Annual Meeting in person. Access to the Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 9:00 am Pacific Time. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage our stockholders to access the meeting in advance of the designated start time. Log-in Instructions. To attend the Annual Meeting, stockholders will need to log in to www.virtualshareholdermeeting.com/AMD2025 using the 16-digit control number on the Notice, proxy card or voting instruction form. Submitting Questions Prior to or at the Annual Meeting. An online portal will be available to our stockholders at www.proxyvote.com on or about March 28, 2025 prior to the Annual Meeting. By accessing this portal, stockholders will be able to submit questions and vote in advance of the Annual Meeting. Stockholders may also submit questions and vote on the day of, or during, the Annual Meeting on www.virtualshareholdermeeting.com/AMD2025. To demonstrate proof of stock ownership, you will need to enter the 16-digit control number received with your Notice, proxy card or voting instruction form to submit questions and vote at our Annual Meeting. We intend to answer questions submitted before and during the meeting that are pertinent to the Company and the items being brought before stockholder vote at the Annual Meeting, as time permits, and in accordance with the Rules of Conduct for the Annual Meeting. Technical Assistance. We have retained Broadridge Financial Solutions (“Broadridge”) to host our virtual annual meeting and to distribute, receive, count and tabulate proxies. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start of the meeting.

11.	Q:	IF I AM A STOCKHOLDER OF RECORD, HOW DO I VOTE?

	A:	If you are a stockholder of record you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can vote by mail, telephone (from the United States and Canada) or the Internet pursuant to instructions provided on the proxy card provided to you with your printed proxy materials. You may also vote while attending our Annual Meeting via the Internet, as described in Question 10 above. Even if you plan to attend our Annual Meeting via the Internet, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend our Annual Meeting.

12.	Q:	IF I AM A BENEFICIAL OWNER, HOW DO I VOTE?

	A:	If you are a beneficial owner, you may submit your voting instructions by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can submit your voting instructions by following the instructions in the voting instruction form provided to you by your broker or other nominee. We urge you to instruct your broker or other nominee on how to vote on your behalf. As described more fully under Question 14, your broker or other nominee cannot vote on certain items without your instructions. You may also vote while attending our Annual Meeting via the Internet, as described in Question 10 above. Even if you plan to attend our Annual Meeting via the Internet, we recommend that you also submit your voting instructions as described above so that your vote will be counted if you later decide not to attend our Annual Meeting.



13.	Q:	WHAT IF I AM A STOCKHOLDER OF RECORD AND DO NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY CARD OR VOTING BY TELEPHONE OR THE INTERNET?

	A:	If you are a stockholder of record and you return a properly executed proxy card or vote by proxy over the Internet but do not mark the boxes showing how you wish to vote, your shares will be voted in accordance with the recommendations of the Board, as specified in Question 8 above. With respect to any other matter that properly comes before our Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, at their own discretion.

14.	Q:	WHAT IF I AM A BENEFICIAL OWNER AND DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER OR OTHER NOMINEE? WHAT IS A BROKER NON-VOTE?

	A:	As a beneficial owner, in order to ensure your shares are voted, you must provide voting instructions to your broker or other nominee by the deadline provided in the materials you receive from your broker or other nominee. If you do not provide voting instructions to your broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote. Non-Discretionary Items. The election of directors, the Say-on-Pay proposal, the amendment and restatement of our Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law and to make a non-substantive change and the stockholder proposal are non-discretionary items and may not be voted on by brokers or other nominees who have not received specific voting instructions from beneficial owners. A broker non-vote occurs when your broker or other nominee has not received instructions from you as to how to vote your shares on a proposal and does not have discretionary authority to vote your shares on that proposal. Discretionary Items. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year and the amendment and restatement of our Certificate of Incorporation to increase the number of authorized shares of common stock from 2.25 billion shares to 4.0 billion shares are discretionary items. Generally, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on these proposals in their discretion.

15.	Q:	CAN I CHANGE MY VOTE AFTER I HAVE VOTED?

	A:	Yes. You may revoke or change your vote at any time before the voting concludes at our Annual Meeting. You may vote by proxy again on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to our Annual Meeting will be counted), by signing and returning a new proxy card with a later date or by attending our Annual Meeting via the Internet and voting at the meeting. However, your attendance at our Annual Meeting via the Internet will not automatically revoke your proxy unless you vote again at our Annual Meeting or specifically request in writing that your prior proxy be revoked.

16.	Q:	WHAT IS A “QUORUM”?

	A:	For the purposes of our Annual Meeting, a “quorum” is the presence, in person or by proxy, by the holders of a majority of the voting power of the outstanding shares entitled to vote at our Annual Meeting. There must be a quorum for our Annual Meeting to be held. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.

17.	Q:	WHAT IS THE VOTING REQUIREMENT FOR EACH PROPOSAL TO PASS?

	A:	Election of Directors. Each of the eight director nominees will be elected if each of them receives the affirmative vote of a majority of the votes cast. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. Abstentions and broker non-votes will have no effect on the outcome of these elections. Each director nominee has submitted a written resignation that will be effective if he or she does not receive a majority of the votes cast for such director and the resignation is accepted by the Nominating and Corporate Governance Committee, another authorized committee of the Board, or the Board.


		Ratification of the Appointment of our Independent Registered Public Accounting Firm. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions have the same effect as a vote against this proposal. Because brokers and other nominees have discretionary authority to vote on the ratification, we do not expect any broker non-votes in connection with this item. Say-On-Pay Proposal. Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Because your vote is advisory, it will not be binding on the Board, the Compensation and Leadership Resources Committee (the “Compensation Committee”) or us. However, the Board and the Compensation Committee will review the voting results and take them into consideration when making future decisions about our executive compensation program. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal. Amendment and Restatement of Certificate of Incorporation to Increase the Number of Authorized Shares. Approval of the amendment and restatement of our Certificate of Incorporation to increase the number of authorized shares of common stock from 2.25 billion shares to 4.0 billion shares requires the affirmative vote of a majority of the votes cast. Abstentions will have no effect on the outcome of this proposal. Because brokers and other nominees have discretionary authority to vote on this proposal, we do not expect any broker non-votes in connection with this proposal. Amendment and Restatement of Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law and to make a non-substantive change. Approval of the amendment and restatement of our Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law and to make a non-substantive change requires the affirmative vote of the majority of the outstanding shares of our Common Stock as of the Record Date. Abstentions and broker non-votes will have the same effect as a vote against this proposal. Stockholder Proposal. Approval of the stockholder proposal requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

18.	Q:	WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?

	A:	We will announce preliminary voting results at our Annual Meeting and publish voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days after our Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and the final voting results in an amendment to the Form 8-K as soon as they become available.

19.	Q:	IS MY VOTE CONFIDENTIAL?

	A:	Proxy cards, ballots and voting tabulations that identify individual stockholders are mailed or returned directly to Broadridge and handled in a manner that protects your voting privacy. Your vote will not be disclosed except as needed to permit Broadridge to tabulate and certify the vote and as required by law.

20.	Q:	HOW WILL VOTING ON ANY BUSINESS NOT DESCRIBED IN THIS PROXY STATEMENT BE CONDUCTED?

	A:	We do not know of any business to be considered at our Annual Meeting other than the items described in this proxy statement. If any other business is presented at our Annual Meeting, your proxy gives authority to each of Dr. Lisa T. Su, our Chair, President and Chief Executive Officer, and Ava M. Hahn, our Senior Vice President, General Counsel and Corporate Secretary, to vote on such matters at their discretion.



21.	Q:	WHEN ARE THE STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2026 ANNUAL MEETING DUE?

	A:	For stockholder proposals to be considered for inclusion in the proxy statement for our 2026 annual meeting of stockholders, they must be submitted in writing to Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary and received by us on or before November 28, 2025. In addition, for directors to be nominated or other stockholder proposals to be properly presented at our 2026 annual meeting of stockholders (but not included in our proxy materials), a separate notice of any nomination or proposal must be received by us between January 14, 2026 and February 13, 2026. If our 2026 annual meeting of stockholders is not held within 30 days of May 14, 2026, to be timely, the stockholder’s notice must be received by us no later than the close of business on the tenth day following the earlier of the day on which the first public announcement of the date of the 2026 annual meeting of stockholders was made or the notice of our 2026 annual meeting of stockholders is mailed. The public announcement of an adjournment or postponement of our 2026 annual meeting of stockholders will not trigger a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this proxy statement. Our bylaws also provide a proxy access right permitting certain of our stockholders who have beneficially owned 3% or more of our common stock continuously for at least three years to submit director nominations via our proxy materials for up to 20% of the directors then serving. Notice of proxy access director nominations for the 2026 annual meeting of stockholders must be delivered to our principal executive offices at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, no earlier than October 29, 2025 and no later than the close of business on November 28, 2025. In addition, the notice must set forth the information required by our bylaws with respect to each proxy access director nomination that a stockholder intends to present at the 2026 annual meeting of stockholders. See “Consideration of Stockholder Nominees for Director” below for additional information regarding a stockholder’s notice of a nomination and proxy access.

22.	Q:	WHAT IS HOUSEHOLDING AND HOW DO I OBTAIN A SEPARATE SET OF PROXY MATERIALS IF I SHARE AN ADDRESS WITH OTHER STOCKHOLDERS?

	A:	We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, we will deliver only one copy of the Notice and, if applicable, our printed proxy materials to stockholders of record who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. A separate proxy card for each stockholder of record will be included in the printed materials. This procedure reduces our printing costs, mailing costs and fees. Upon written or oral request, we will promptly deliver a separate copy of the Notice or, if applicable, the printed proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice or Annual Report or, if applicable, the printed proxy materials, contact us at 1(408) 749-4000 or at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, or by email to Corporate.Secretary@amd.com. If you would like to revoke your householding consent, please contact Broadridge at 1(866) 540-7095.



Director	Name of the Company	Term of Past Directorship

Nora M. Denzel	Telefonaktiebolaget LM Ericsson	2013—2023
	Talend SA	2017—2021
	SUSE S.A.	2021—2023

Michael P. Gregoire	Automatic Data Processing, Inc.	2014—2019
Michael P. Gregoire	Smartsheet, Inc.	2019—2025

Joseph A. Householder	Infraestructura Energetica Nova, S.A.B. de C.V.	2013—2020

John W. Marren	Poshmark, Inc.	2018—2022

Jon A. Olson	Mellanox Technologies, Ltd.	2018—2020
Jon A. Olson	Xilinx, Inc.	2020—2022

Lisa T. Su	Analog Devices, Inc.	2012—2020
Lisa T. Su	Cisco Systems, Inc.	2020—2023

Elizabeth W. Vanderslice	Xilinx, Inc.	2000—2022



Director	Board of Directors	Audit and Finance Committee	Compensation and Leadership Resources Committee	Innovation and Technology Committee	Nominating and Corporate Governance Committee

Nora M. Denzel*	●			●	C

Mark Durcan	●		●	●

Michael P. Gregoire	●		C		●

Joseph A. Householder**	●	C			●

John W. Marren	●	●

Jon A. Olson**	●	●

Lisa T. Su***	C

Abhi Y. Talwalkar	●		●	C

Elizabeth W. Vanderslice	●		●		●

Number of 2024 Meetings	8	8	6	4	4



Name	Fees Earned or Paid in Cash⁽¹⁾ ($)		Stock Awards⁽²⁾⁽³⁾ ($)		Total ($)

Nora M. Denzel		202,500		237,650		440,150

Mark Durcan		147,500		237,650		385,150

Michael P. Gregoire		139,684		237,650		377,334

Joseph A. Householder		155,000		237,650		392,650

John W. Marren		120,000		237,650		357,650

Jon A. Olson		120,000		237,650		357,650

Abhi Y. Talwalkar		155,000		237,650		392,650

Elizabeth W. Vanderslice		130,000		237,650		367,650



Name	Grant Date		RSUs Granted (#)		Grant Date Fair Value ($)

Nora M. Denzel		5/8/2024		1,547		237,650

Mark Durcan		5/8/2024		1,547		237,650

Michael P. Gregoire		5/8/2024		1,547		237,650

Joseph A. Householder		5/8/2024		1,547		237,650

John W. Marren		5/8/2024		1,547		237,650

Jon A. Olson		5/8/2024		1,547		237,650

Abhi Y. Talwalkar		5/8/2024		1,547		237,650

Elizabeth W. Vanderslice		5/8/2024		1,547		237,650



Name	RSUs Outstanding as of December 28, 2024

Nora M. Denzel		59,333

Mark Durcan		51,714

Michael P. Gregoire		15,814

Joseph A. Householder		211,786

John W. Marren		56,876

Jon A. Olson		1,547

Abhi Y. Talwalkar		32,864

Elizabeth W. Vanderslice		4,988



Audit and Finance Committee	$	20,000

Compensation Committee	$	20,000

Nominating and Corporate Governance Committee	$	10,000

Innovation and Technology Committee	$	20,000



Audit and Finance Committee	$	25,000

Compensation Committee	$	15,000

Nominating and Corporate Governance Committee	$	10,000

Innovation and Technology Committee	$	15,000



5% Stockholders	Shares Beneficially Owned⁽¹⁾		Percent of Class⁽²⁾

The Vanguard Group⁽⁵⁾		142,442,745	8.8%

BlackRock, Inc.⁽⁶⁾		124,945,206	7.7%

Directors

Lisa T. Su		4,736,062	*

Nora M. Denzel		152,793	*

Mark Durcan		51,714	*

Michael P. Gregoire		15,814	*

Joseph A. Householder		216,692	*

John W. Marren		56,876	*

Jon A. Olson		22,677	*

Abhi Y. Talwalkar		53,071	*

Elizabeth W. Vanderslice		77,264	*

Named Executive Officers

Jean Hu		68,119	*

Ava Hahn		11,473	*

Forrest Norrod		397,382	*

Mark Papermaster		1,949,509	*

Victor Peng⁽⁷⁾		236,266	*

All current directors and executive officers as a group (17 persons)		8,695,794	*



Name	Number of Shares Subject to Options Exercisable as of March 19, 2025 or Which Become Exercisable Within 60 Days of This Date⁽³⁾		Number of RSUs That Vest Within 60 Days of March 19, 2025⁽⁴⁾		Deferred RSU Shares as of March 19, 2025

Lisa T. Su		553,902		—		—

Nora M. Denzel		—		1,547		57,786

Mark Durcan		—		1,547		50,167

Michael P. Gregoire		—		1,547		14,267

Joseph A. Householder		—		1,547		210,239

John W. Marren		—		1,547		55,329

Jon A. Olson		—		1,547		—

Abhi Y. Talwalkar		—		1,547		31,317

Elizabeth W. Vanderslice		—		1,547		3,441

Jean Hu		6,654		—		—

Ava Hahn		—		—		—

Forrest Norrod		96,083		—		—

Mark Papermaster		235,799		—		—

Victor Peng		—		—		—

All current directors and executive officers as a group (17 persons)		954,347		12,376		422,546



Name		Title

Lisa Su		Chair, President and Chief Executive Officer

Jean Hu		Executive Vice President, Chief Financial Officer and Treasurer

Mark Papermaster		Executive Vice President and Chief Technology Officer

Forrest Norrod		Executive Vice President and General Manager, Data Center Solutions Unit

Ava Hahn⁽¹⁾		Senior Vice President, General Counsel and Corporate Secretary

Victor Peng⁽²⁾		Former President, AMD



Policy/Practice		Summary

Clawback/Recovery Rights		We have a compensation recovery (“clawback”) policy designed to comply with the listing standards of Nasdaq pursuant to which we are required to recover certain incentive-based compensation received by our executive officers as a result of achieving financial performance goals that are not met under any restated financial results. In addition, we have the right to recoup incentive-based and other compensation (including both time and performance-based equity awards) paid or granted to an employee (including any Named Executive Officer) in the event of certain misconduct by the employee (see our “Compensation Recovery (“Clawback”) Rights” section below).

One-year minimum vesting period for equity awards		Our equity plans (i.e., our 2023 Equity Incentive Plan, 2004 Equity Incentive Plan, and the Xilinx, Inc. 2007 Equity Incentive Plan) require a minimum one-year vesting period with respect to at least 95% of awards issued thereunder, subject to limited exceptions such as death, disability, termination of employment or a change of control of AMD.

Change of control payments are “double-trigger” and capped		Our change of control agreements are “double-trigger”, meaning payments will be made only if there is an involuntary termination of employment without cause or constructive discharge following a change of control. Further, we have not and will not enter into change of control agreements that provide cash change of control payments that exceed (i) two times the sum of base salary and target annual incentive bonus plus (ii) the pro-rated target annual incentive bonus for the year in which the termination of employment occurs.

No excise tax gross-ups		We will not enter into any change of control agreement or arrangement with a Named Executive Officer that provides for an excise tax gross-up payment.

Limited perquisites		We provide limited perquisites or other personal benefits to our Named Executive Officers. Our aircraft policy provides for the use of leased corporate aircraft by our Chief Executive Officer for all business flights; our other Named Executive Officers may use leased corporate aircraft for approved business flights when a commercial flight would not be more feasible or practical.

Anti-hedging and pledging policy		We prohibit our employees (including our Named Executive Officers and Directors) from hedging AMD securities. Pledging of AMD securities is not permitted without the preapproval of the Nominating and Governance Committee of our Board which is only granted in very limited circumstances and has not been granted to date. None of our Named Executive Officers or Directors have pledged any shares.

Incentive compensation amounts are subject to payment thresholds and maximums		Our annual cash performance bonuses and 2024 annual PRSU awards have aggressive and challenging performance requirements that must be achieved to receive target payment and are subject to maximum potential payment in relation to the target award.

Stock ownership requirements		We have robust stock ownership requirements for our Chief Executive Officer, other Named Executive Officers and the Board of Directors.

Compensation risk assessment		The Compensation Committee conducts an annual risk assessment of our compensation policies and practices to ensure that our programs are not reasonably likely to have a material adverse effect on us.



Principle		Description

Business Driven		Compensation should align to performance; rewards should directly tie to achievement of specific financial, operational and strategic objectives that generally lead to increased and sustained stockholder value.

Performance Differentiated		Compensation program design should create an effective link between pay and performance at both the company and individual level. With improved company performance and increases in company valuation and stock price, our compensation programs should deliver higher rewards to our Named Executive Officers.

Market Competitive		Compensation should be competitive to attract, retain and motivate high-caliber senior leadership.

Ownership Oriented		Incentives should be fully aligned with stockholder interests by delivering meaningful equity awards tied to and balanced with stockholder value creation supported by maintaining robust stock ownership requirements.



Sound Risk Management

✓		Compensation is an appropriate balance of fixed pay versus variable pay, as well as short-term versus long-term incentives

✓		Performance-based compensation opportunities are capped

✓		Our annual incentive plans include multiple company-wide financial and strategic goals that are quantitative and measurable

✓		Long-term equity awards are a balanced mix of time-based and performance-based vesting, both spanning multiple years

✓		Long-term equity awards generally have a minimum vesting period of one year

✓		Compensation is subject to recoupment (i.e., clawback) policies and provisions

✓		Our Named Executive Officers are subject to rigorous stock ownership requirements



Peer Companies

Adobe Inc.		Micron Technology, Inc.

Analog Devices, Inc.		NXP Semiconductors N.V.

Applied Materials, Inc.		NVIDIA Corporation

Broadcom Inc.		Oracle Corporation

Cisco Systems, Inc.		Qualcomm Inc.

Intel Corporation		Salesforce, Inc.

International Business Machines Corporation		SAP SE

Intuit Inc.		Texas Instruments Incorporated

Lam Research Corporation		VMware, Inc.⁽¹⁾

Marvell Technology Group Ltd.



	Revenue	Market Capitalization

Peer Group Median	$26.5 billion	$143.2 billion

AMD	$21.9 billion	$176.5 billion


Element		Description	Objective	Factors Influencing Amount

Base Salary		Fixed compensation delivered in cash; reviewed annually and adjusted if appropriate	Provides base amount of market competitive pay	Experience, market data, individual role and responsibilities, and individual performance

Annual Cash Performance Bonus (EIP Awards)		Variable cash compensation based on performance against annual financial goals (weighted 80%) and strategic milestones (weighted 20%), subject to Compensation Committee discretion to increase or decrease the amount of the bonus	Motivates and rewards achievement of key financial results tied to our annual operating plan	Annual target cash performance bonus opportunity determined annually as a percentage of base salary based on the executive’s experience, individual role and responsibilities, and individual performance, and market data

Long-Term Incentive Plan Awards (LTI Awards)	Performance- Based Restricted Stock Units (PRSUs)	Variable compensation with payout in shares based on (i) stock price performance (absolute and relative to the performance of the S&P 500 Index) over a three-year performance period, and (ii) AMD’s non-GAAP EPS growth	Directly aligns interests of executives with long-term stockholder value creation by linking potential payouts to relative and absolute stock price performance and EPS; promotes retention	Intended target value of all LTI Awards is based on market data and individual role and responsibilities
	Stock Options	Variable compensation based on increase in stock price from date of grant, subject to exercise of the stock option and time-based vesting; awards vest pro rata annually over four years and have a seven-year term	Directly aligns interests of executives with long-term stockholder value creation, provides upside potential over a seven-year option term and promotes retention
	Restricted Stock Units (RSUs)	Variable compensation with payout in shares subject to time-based vesting; awards generally vest pro rata annually over four years	Directly aligns interests of executives with long-term stockholder value creation, provides a measure of stability across market cycles and promotes retention



Named Executive Officer	Base Salary as of December 28, 2024		Base Salary as of December 30, 2023		Percentage Increase

Lisa Su		$1,260,000		$1,200,000		5.0%

Jean Hu		$760,000		$725,000		4.8%

Mark Papermaster		$840,000		$800,000		5.0%

Forrest Norrod		$750,000		$710,000		5.6%

Ava Hahn⁽¹⁾		$600,000		—		—

Victor Peng⁽²⁾		—		$930,000		—



Financial Measure		Weighting

Adjusted Non-GAAP Net Income		50%

Net Revenue		40%

Adjusted Free Cash Flow		10%



	2024 EIP Bonus Calculation

Named Executive Officer	Eligible Base Salary		Target Bonus Opportunity		EIP Performance Factor		Individual Performance Factor	EIP Bonus⁽¹⁾

Lisa Su	$	1,230,000		200%			1.0	$	1,776,120

Jean Hu	$	742,500		125%			1.0	$	670,106

Mark Papermaster	$	820,000		125%		72.2%	1.0	$	740,050

Forrest Norrod	$	730,000		125%			1.0	$	658,825

Ava Hahn⁽²⁾	$	558,750		100%			1.0	$	403,417



Named Executive Officer	PRSUs (Target # of Shares)		Time-Based RSUs		Time-Based Stock Options		Aggregate Intended Target Value (1)

Lisa Su		139,304		—		91,173	$	28,680,000

Jean Hu		31,086		10,362		20,345	$	8,000,000

Mark Papermaster		38,857		12,952		25,432	$	10,000,000

Forrest Norrod		27,200		9,066		17,802	$	7,000,000

Ava Hahn (2)		13,600		4,533		8,901	$	3,500,000



Name and Principal Position	Year		Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		All Other Compensation ($)⁽⁵⁾		Total ($)

Lisa T. Su

Chair, President and Chief Executive Officer		2024		1,230,000		—		21,699,384		6,234,410		1,776,120		56,478		30,996,392
		2023		1,200,000		—		21,848,258		5,838,512		1,432,800		28,711		30,348,281
		2022		1,148,889		—		21,900,270		6,198,972		918,800		52,990		30,219,921

Jean Hu

Executive Vice President, Chief Financial Officer and Treasurer		2024		742,500		—		6,233,572		1,391,191		670,106		16,821		9,054,190
		2023		683,173		2,000,000		28,146,669		1,459,601		507,968		16,458		32,813,869

Ava Hahn

Senior Vice President, General Counsel and Corporate Secretary		2024		558,750		2,000,000		13,269,071		608,650		403,417		16,691		16,856,579

Forrest Norrod

Executive Vice President and General Manager, Data Center Solutions Business		2024		730,000		—		5,454,236		1,217,301		658,825		39,408		8,099,770
		2023		693,462		—		13,258,106		1,264,991		518,644		15,438		15,750,641

Mark Papermaster⁽⁷⁾

Executive Vice President and Chief Technology Officer, Technology and Engineering		2024		820,000		—		7,791,820		1,739,040		740,050		134,312		11,225,222
		2023		—		—		—		—		—		—		—
		2022		750,199		—		7,332,719		2,075,519		375,000		15,734		10,549,171

Victor Peng⁽⁸⁾

Former President, AMD		2024		625,962		—		8,951,669		332,998		—		23,864		9,934,493
		2023		915,000		—		9,229,013		1,946,153		682,819		16,458		12,789,443
		2022		793,750		4,750,000		18,258,346		2,490,641		421,875		15,453		26,730,065



Named Executive Officer	Grant Date		Shares Underlying PRSUs at Target (100%) (#)		Shares Underlying PRSUs at Maximum (250%) (#)		Grant Date Fair Value ($)

Lisa T. Su		8/9/2024		139,304		348,260		21,699,384

Jean Hu		8/9/2024		31,086		77,715		4,842,266

Ava Hahn		8/9/2024		13,600		34,000		2,118,472
Ava Hahn		2/15/2024		9,071		22,677		2,525,003

Forest Norrod		8/9/2024		27,200		68,000		4,236,944

Mark Papermaster		8/9/2024		38,857		97,142		6,052,755



Named Executive Officer	Matching Contributions to 401(k) ($)		Life Insurance Premiums Paid By Company ($)		Other ($)⁽⁶⁾		Total ($)

Lisa T. Su		15,525		1,944		39,009		56,478

Jean Hu		15,525		1,296		—		16,821

Ava Hahn		15,525		1,166		—		16,691

Forrest Norrod		15,525		1,380		22,503		39,408

Mark Papermaster		15,260		1,555		117,497		134,312

Victor Peng		15,525		1,296		7,043		23,864



	Option Awards										Stock Awards

Name	Number of Securities Underlying Unexercised Options Exercisable (#)			Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾

Lisa T. Su

												32,442	⁽²⁾		4,061,414

																	155,717	⁽³⁾		19,494,186

																	130,021	⁽⁴⁾		16,277,309

																	89,155	⁽⁵⁾		11,161,314

		224,727			—			34.19		8/9/2026

		120,642			—			84.85		8/9/2027

		112,029			—			107.58		8/9/2028

		69,886	⁽⁶⁾		69,886			95.54		8/9/2029

		26,618	⁽⁷⁾		79,856			110.47		8/9/2030

		—	⁽⁸⁾		91,173			134.27		8/9/2031

Jean Hu

												61,574	⁽⁹⁾		7,708,449

												9,910	⁽²⁾		1,240,633

												10,362	⁽¹⁰⁾		1,297,219

																	131,282	⁽¹¹⁾		16,435,230

																	32,504	⁽⁴⁾		4,069,176

																	19,895	⁽⁵⁾		2,490,660

		6,654	⁽⁷⁾		19,964			110.47		8/9/2030

		—	⁽⁸⁾		20,345			134.27		8/9/2031

Ava Hahn

												9,071	⁽¹²⁾		1,135,598

												30,237	⁽¹³⁾		3,785,370

												4,533	⁽¹⁰⁾		567,486

																	7,438	⁽⁴⁾		931,163

																	8,704	⁽⁵⁾		1,089,654

		—	⁽⁸⁾		8,901			134.27		8/9/2031

Forrest Norrod

												6,952	⁽²⁾		870,321

												21,991	⁽⁹⁾		2,753,053

												8,589	⁽¹⁴⁾		1,075,257

												9,066	⁽¹⁰⁾		1,134,973

																	33,367	⁽³⁾		4,177,215

																	65,970	⁽¹⁵⁾		8,258,784

																	28,171	⁽⁴⁾		3,526,727

																	17,408	⁽⁵⁾		2,179,308

		32,837			—			34.19		8/9/2026

		21,784			—			84.85		8/9/2027

		20,720			—			107.58		8/9/2028

		14,975	⁽⁶⁾		14,976			95.54		8/9/2029

		5,767	⁽⁷⁾		17,302			110.47		8/9/2030

		—	⁽⁸⁾		17,802			134.27		8/9/2031


					Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾
Plan Name	Grant Date		Compensation Committee Action Date		Threshold (#)		Target (#)		Maximum (#)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾		All Other Option Awards: Number of Securities Underlying Options (#)⁽⁴⁾		Exercise or Base Price of Option Awards ($/ Share)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾

Lisa T. Su
EIP						—		2,460,000		4,920,000
2023 Plan		8/9/2024		6/27/2024								—		139,304		348,260								21,699,384
2023 Plan		8/9/2024		6/27/2024																91,173		134.27		6,234,410
Jean Hu
EIP						—		928,125		1,856,250
2023 Plan		8/9/2024		6/27/2024								—		31,086		77,715								4,842,266
2023 Plan		8/9/2024		6/27/2024														10,362						1,391,306
2023 Plan		8/9/2024		6/27/2024																20,345		134.27		1,391,191
Ava Hahn
EIP						—		558,750		1,117,500
2023 Plan		2/15/2024		12/13/2023										9,071		22,677								2,525,004
2023 Plan		2/15/2024		12/13/2023														9,071						1,603,390
2023 Plan		2/15/2024		12/13/2023														36,284						6,413,560
2023 Plan		8/9/2024		6/27/2024								—		13,600		34,000								2,118,472
2023 Plan		8/9/2024		6/27/2024														4,533						608,646
2023 Plan		8/9/2024		6/27/2024																8,901		134.27		608,650
Forrest Norrod
EIP						—		912,500		1,825,000
2023 Plan		8/9/2024		6/27/2024								—		27,200		68,000								4,236,944
2023 Plan		8/9/2024		6/27/2024														9,066						1,217,292
2023 Plan		8/9/2024		6/27/2024																17,802		134.27		1,217,301
Mark Papermaster
EIP						—		1,025,000		2,050,000
2023 Plan		8/9/2024		6/27/2024								—		38,857		97,142								6,052,755
2023 Plan		8/9/2024		6/27/2024														12,952						1,739,065
2023 Plan		8/9/2024		6/27/2024																25,432		134.27		1,739,040
Victor Peng⁽⁶⁾
2023 Plan																35,820		28,841		—				9,284,667



Name	Executive Contributions in Last FY⁽¹⁾ ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings (Losses) in Last FY⁽²⁾ ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)⁽³⁾

Lisa T. Su		—		—		119,449		—		1,239,292

Jean Hu		—		12,811		8,264		—		63,541

Mark Papermaster		—		—		3,424		—		41,681