AMD (NASDAQ: AMD) reshapes board after long-time director exit
Rhea-AI Filing Summary
Advanced Micro Devices, Inc. (AMD) reported board and committee changes tied to a planned director retirement. On August 17, 2026, long-time director Joe (Joseph) Householder notified AMD of his intention to retire from the Board, effective August 19, 2026, after serving as a director since 2014. AMD states that his retirement is not due to any disagreement regarding operations, policies, or practices.
Effective August 19, 2026, Tim Ryan has been appointed to the Board and determined to be an independent director under Nasdaq and SEC rules. Existing director KC McClure will become Chair of the Audit and Finance Committee and join the Nominating and Corporate Governance Committee, while Nora Denzel, AMD’s lead independent director, will join the Audit and Finance Committee. Ryan will receive compensation consistent with AMD’s other non-employee directors and is expected to enter into AMD’s standard indemnity agreement. A press release dated August 19, 2026 describing these changes is filed as Exhibit 99.1.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Householder retirement notice date: August 17, 2026
Effective date of retirement and appointment: August 19, 2026
Director service start year: 2014
+2 more
5 metrics
Householder retirement notice date
August 17, 2026
Date Joe Householder notified AMD of his intention to retire from the Board
Effective date of retirement and appointment
August 19, 2026
Effective date for Householder’s retirement and Tim Ryan’s appointment to AMD’s Board
Director service start year
2014
Year Joe Householder began serving as a director of AMD
Press release date
August 19, 2026
Date of the press release filed as Exhibit 99.1 about the board changes
Trading symbol
AMD
Ticker for AMD’s common stock on The Nasdaq Global Select Market
Key Terms
independent director, Audit and Finance Committee, Nominating and Corporate Governance Committee, indemnity agreement, +1 more
5 terms
independent director regulatory
"The Board has determined that Mr. Ryan qualifies as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit and Finance Committee regulatory
"KC McClure named chair of the Audit and Finance Committee"
A board-level group charged with overseeing a company’s financial reporting, internal checks and balances, audit processes and relationship with external auditors. Think of them as a trusted inspector and bookkeeper who verify that the company’s accounts are accurate, legal and transparent; their work matters to investors because strong oversight reduces the risk of errors or fraud, builds confidence in reported results and can affect valuation and access to capital.
Nominating and Corporate Governance Committee regulatory
"McClure will be appointed to the Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
indemnity agreement regulatory
"Mr. Ryan is expected to enter into the Company’s standard form of indemnity agreement"
Item 404(a) of Regulation S-K regulatory
"material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"
FAQ
What board changes did AMD (AMD) announce on August 19, 2026?
AMD announced that Tim Ryan joined its Board effective August 19, 2026, and that KC McClure became Chair of the Audit and Finance Committee while also joining the Nominating and Corporate Governance Committee. Nora Denzel joined the Audit and Finance Committee.
Which AMD (AMD) director is retiring and when is the retirement effective?
Joseph (Joe) Householder is retiring from AMD’s Board, effective August 19, 2026. He notified AMD of his intention to retire on August 17, 2026, after serving as a director since 2014, and AMD states the decision is not due to any disagreement.
Is Tim Ryan considered an independent director on AMD’s (AMD) board?
Yes. AMD’s Board determined that Tim Ryan qualifies as an independent director under rules of the Nasdaq Stock Market and applicable SEC rules. He will receive board compensation under the same policies that apply to AMD’s other non-employee directors.
What new committee roles did KC McClure and Nora Denzel receive at AMD (AMD)?
KC McClure will become Chair of the Audit and Finance Committee and will also join the Nominating and Corporate Governance Committee. Nora Denzel, AMD’s lead independent director, has been added as a member of the Audit and Finance Committee.
Does AMD (AMD) indicate any disagreement behind Joe Householder’s retirement?
No. AMD states that Mr. Householder’s retirement is not the result of any disagreement with the company on matters relating to its operations, policies, or practices. His departure follows more than 11 years of service on AMD’s Board.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Retirement
On August 17, 2026, Mr. Joe Householder provided Advanced Micro Devices, Inc. (the “Company”) with notice of his intention to retire from the Company’s Board of Directors (the “Board”) effective as of August 19, 2026. Mr. Householder has served as a director since 2014. Mr. Householder’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Upon the effective date of Mr. Householder’s retirement, Ms. KC McClure, a member of the Board, will succeed Mr. Householder as the Chair of the Audit and Finance Committee (the "Audit and Finance Committee") of the Board and Ms. Nora Denzel, the Company’s Lead Independent Director, will join the Audit and Finance Committee. In addition, Ms. McClure will be appointed to the Nominating and Corporate Governance Committee of the Board.
Director Appointment
In connection with Mr. Householder’s retirement, on August 19, 2026, the Board appointed Mr. Tim Ryan as a member of the Board effective as of August 19, 2026.
The Board has determined that Mr. Ryan qualifies as an independent director for purposes of the rules of the Nasdaq Stock Market as well as applicable rules adopted by the U.S. Securities and Exchange Commission (the “SEC”).
Mr. Ryan will receive compensation based on the same policies as the Company’s other non-employee directors, which are described in the Company’s definitive proxy statement filed on March 27, 2026 with the SEC and in the Company’s Outside Director Equity Compensation Policy attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
Mr. Ryan is expected to enter into the Company’s standard form of indemnity agreement in the form filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2008.
There are no family relationships between Mr. Ryan and any director or executive officer of the Company, nor does Mr. Ryan have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release regarding Mr. Ryan’s appointment and Mr. Householder’s retirement is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press Release dated August 19, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 19, 2026 | ADVANCED MICRO DEVICES, INC. | ||||||||||||||||
By: | /s/ Ava Hahn | ||||||||||||||||
Name: | Ava Hahn | ||||||||||||||||
Title: | Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||||
NEWS RELEASE
Contact:
Brandi Martina
AMD Communications
(512) 705-1720
brandi.martina@amd.com
Liz Stine
AMD Investor Relations
AMD Investor Relations
(720) 652-3965
liz.stine@amd.com
AMD Appoints Tim Ryan to Board of Directors
News Highlights:
•Appointment strengthens AMD's board with deep expertise spanning technology, enterprise operations and financial governance
•KC McClure named chair of the Audit and Finance Committee
SANTA CLARA, Calif. – Aug. 19, 2026 - AMD (NASDAQ: AMD) today announced the appointment of Tim Ryan to its board of directors, effective Aug. 19, 2026. AMD also announced related board committee changes, with KC McClure named chair of the Audit and Finance Committee and appointed to the Nominating and Corporate Governance Committee. Nora Denzel, AMD’s lead independent director, has joined the Audit and Finance Committee.
These changes follow the retirement of Joseph Householder, who is stepping down after more than 11 years on the AMD board.
Ryan serves as Head of Technology and Business Enablement at Citi, where he leads the firm’s technology organization. He joined Citi in 2024 after more than three decades at PwC, including serving as U.S. Chair and Senior Partner from 2016 to 2024. Throughout his career, Ryan has advised many of the world’s leading companies on technology, strategy and risk.
“Tim’s extensive experience across technology, operations and finance will bring valuable perspective to AMD’s board as we execute our long-term strategy and pursue the significant opportunities ahead in AI and high-performance computing,” said Dr. Lisa Su, AMD chair and CEO. “I also want to thank Joe Householder for his dedicated service and many contributions to
AMD. His thoughtful counsel and financial stewardship have played an important role in AMD’s transformation and growth.”
“I am thrilled to join AMD’s board at such a pivotal moment for the industry,” said Ryan. “AMD is at the center of the most important computing trends of our time, and I look forward to working with Lisa and the board to help drive the company’s continued growth.”
Ryan is a certified public accountant and holds a bachelor’s degree in accounting and communications from Babson College.
About AMD
AMD (NASDAQ: AMD) drives innovation in high-performance and AI computing to solve the world’s most important challenges. Today, AMD technology powers billions of experiences across cloud and AI infrastructure, embedded systems, AI PCs and gaming. With a broad portfolio of AI-optimized CPUs, GPUs, networking and software, AMD delivers full-stack AI solutions that provide the performance and scalability needed for a new era of intelligent computing. Learn more at www.amd.com.