Executive compensation and equity grants updated at AMD (NASDAQ: AMD)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Advanced Micro Devices, Inc. updated compensation for key executives. Effective July 1, 2026, base salaries rise, including Lisa T. Su to $1,375,000, Jean Hu to $850,000 and Mark Papermaster to $900,000. Amounts for Darren Grasby are converted from British pounds.
On August 15, 2026, these executives will receive long‑term equity awards under the 2023 Equity Incentive Plan. Target values range from $7,500,000 for Darren Grasby to $36,000,000 for Lisa Su, split between performance‑based and time‑based restricted stock units.
For Lisa Su, 75% of the grant is performance‑based and 25% time‑based; for others, the mix is 60% performance‑based and 40% time‑based. Performance share payouts can range from 0% to 250% of target based on relative total shareholder return and non‑GAAP EPS goals over a three‑year period, with vesting generally through August 15, 2029.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
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.
Key Figures
CEO base salary: $1,375,000 per year
CFO base salary: $850,000 per year
CEO equity target: $36,000,000
+5 more
8 metrics
CEO base salary
$1,375,000 per year
Lisa T. Su effective July 1, 2026
CFO base salary
$850,000 per year
Jean Hu effective July 1, 2026
CEO equity target
$36,000,000
Target value of 2026 long-term incentive award
CFO equity target
$9,000,000
Target value of 2026 long-term incentive award
PRSU payout range
0%–250% of target
Based on TSR and non-GAAP EPS performance
Exchange rate
$1.31854 per £1.00
Used to convert Darren Grasby’s salary on June 26, 2026
Performance period
August 15, 2026 to August 15, 2029
PRSUs TSR measurement window
RSU vesting end date
August 15, 2030
Final vesting date for time-based RSUs
Key Terms
performance-based restricted stock units, restricted stock units, total shareholder return, non-GAAP earnings per share, +2 more
6 terms
performance-based restricted stock units financial
"For Dr. Su, her Target Value will be converted on the Grant Date into a mix of 75% performance-based restricted stock units (“PRSUs”)"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
restricted stock units financial
"For Ms. Hu and Messrs. Papermaster, Grasby and Norrod, their respective Target Values will be converted ... into a mix of 60% PRSUs and 40% RSUs."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change of control regulatory
"or, if earlier, the date immediately preceding the effective date of a change of control (as defined in the Stock Plan)"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Equity Incentive Plan financial
"equity awards under the Company’s 2023 Equity Incentive Plan (the “Stock Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(408 ) 749-4000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
On June 26, 2026, the Board of Directors (the “Board”) of Advanced Micro Devices, Inc. (the “Company”) and the Compensation and Leadership Resources Committee of the Board (the “Committee”), as applicable, approved the following changes to the compensation of certain members of the Company’s executive team:
Base Salary Increases
Effective July 1, 2026, the annual base salaries for the below-listed members of the Company’s executive team will increase as follows:
| Name and Title | Annual Base Salary as of June 30, 2026 | Annual Base Salary Effective July 1, 2026 | |||||||||
| Lisa T. Su, Chair, President and Chief Executive Officer | $1,323,000 | $1,375,000 | |||||||||
| Jean Hu, Executive Vice President, Chief Financial Officer and Treasurer | $800,000 | $850,000 | |||||||||
| Mark Papermaster, Executive Vice President and Chief Technology Officer | $870,000 | $900,000 | |||||||||
| Darren Grasby, Executive Vice President, Chief Sales Officer and President EMEA | $810,902 | $843,866 | |||||||||
| Forrest Norrod, Executive Vice President and General Manager, Data Center Solutions | $780,000 | $800,000 | |||||||||
_______________
(1) Amounts shown for Mr. Grasby were converted to U.S. dollars from £615,000 and £640,000, respectively, using an exchange rate of $1.31854 U.S. dollars per 1.00 British pound, which was the exchange rate reported by Bloomberg Financial as of June 26, 2026.
Long-Term Incentive Awards
On August 15, 2026 (the “Grant Date”), the below-listed members of the Company’s executive team will receive equity awards under the Company’s 2023 Equity Incentive Plan (the “Stock Plan”), having the following target award values (“Target Value”):
| Name and Title | Target Value | ||||||||||
| Lisa T. Su, Chair, President and Chief Executive Officer | $36,000,000 | ||||||||||
| Jean Hu, Executive Vice President, Chief Financial Officer and Treasurer | $9,000,000 | ||||||||||
| Mark Papermaster, Executive Vice President and Chief Technology Officer | $10,000,000 | ||||||||||
| Darren Grasby, Executive Vice President, Chief Sales Officer and President EMEA | $7,500,000 | ||||||||||
| Forrest Norrod, Executive Vice President and General Manager, Data Center Solutions | $8,000,000 | ||||||||||
For Dr. Su, her Target Value will be converted on the Grant Date into a mix of 75% performance-based restricted stock units (“PRSUs”) and 25% time-based restricted stock units (“RSUs”).
For Ms. Hu and Messrs. Papermaster, Grasby and Norrod, their respective Target Values will be converted on the Grant Date into a mix of 60% PRSUs and 40% RSUs.
The target number of PRSUs and the number of RSUs for each recipient will be determined by dividing the applicable portion of the recipient’s Target Value by the average closing price of the Company’s stock over the 30 consecutive trading days ending on the Grant Date.
PRSUs. The number of PRSUs that may be earned by a recipient will range from 0% to 250% of the recipient’s target number of PRSUs. Each PRSU represents the contractual right to receive, upon such PRSU becoming earned and vested, one share of Company common stock. Subject to the foregoing award limits, the actual number of PRSUs earned will be calculated as follows:
(a) The recipient will earn between 0% and 200% of the recipient’s target number of PRSUs depending on the Company's total shareholder return ("TSR") relative to the TSR of each of the component companies of the S&P 500 Index, subject to adjustments, as of the Grant Date (each a "Peer Company"), in each case over the performance period that begins on August 15, 2026 and ends on August 15, 2029 (or, if earlier, the date immediately preceding the effective date of a change of control (as defined in the Stock Plan)) (as applicable, the “Performance Period”).
Notwithstanding the foregoing, if the Company's TSR over the Performance Period is negative, then the total number of PRSUs (if any) earned by the recipient pursuant to this clause (a) may not exceed 100% of the recipient’s target number of PRSUs.
The TSR will be measured based on the average closing sales price of the Company's and each Peer Company's stock for the 60-trading-day period ending on (and including) each of (x) August 15, 2026, and (y) the last day or the Performance Period, accounting for reinvestment of dividends.
(b) The recipient will earn an additional number of PRSUs equal to 0%, 25% or 50% of the number of PRSUs (if any) earned by such named executive officer under clause (a), above, depending on the Company’s non-GAAP earnings per share (“EPS”) for fiscal 2028 as compared to the Company’s target fiscal 2026 non-GAAP EPS.
If a change of control occurs before the Company reports its fiscal 2028 earnings, but after the Company reports its fiscal 2027 earnings, the recipient will earn 0%, 25%, or 50% of the number of PRSUs (if any) earned by the recipient under clause (a), above, based on the percentage by which the Company’s fiscal 2027 non-GAAP EPS exceeds its fiscal 2026 non-GAAP EPS. If a change of control occurs before the Company reports its fiscal 2027 earnings, no additional PRSUs will be earned by the recipient under this clause (b).
Vesting of any earned PRSUs is generally subject to the recipient’s continued employment with the Company through August 15, 2029. Earned and vested PRSUs will generally be settled on August 22, 2029 or, if later, the date that is three business days following the Committee’s certification of performance. In the event of a change in control, the number of earned PRSUs will be determined by the Committee based on actual performance as of the date of the change in control and such number of earned PRSUs will convert automatically into RSUs that will generally vest and be settled upon the earlier of the one-year anniversary of the change in control or August 15, 2029.
RSUs. The RSUs will vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030. Each RSU represents the contractual right to receive, upon such RSU becoming vested, one share of Company common stock.
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: July 1, 2026 | ADVANCED MICRO DEVICES, INC. | ||||||||||||||||
By: | /s/ Ava Hahn | ||||||||||||||||
Name: | Ava Hahn | ||||||||||||||||
Title: | Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||||
FAQ
How is AMD (AMD) changing base salaries for top executives?
AMD is increasing annual base salaries for several executives effective July 1, 2026. Lisa T. Su’s salary rises to $1,375,000, with other senior leaders such as Jean Hu and Mark Papermaster also receiving raises aligned with their roles and responsibilities.
What long-term incentive awards will AMD (AMD) executives receive?
On August 15, 2026, selected AMD executives will receive equity awards under the 2023 Equity Incentive Plan. Target values range from $7,500,000 to $36,000,000, delivered as a mix of performance-based restricted stock units and time-based restricted stock units.
How are AMD’s (AMD) performance-based restricted stock units structured?
AMD’s performance-based restricted stock units can pay out between 0% and 250% of target. Payout depends on AMD’s total shareholder return versus S&P 500 peers and on non-GAAP EPS performance over a performance period running from August 15, 2026 to August 15, 2029.
What is the PRSU and RSU mix for AMD CEO Lisa Su?
For Lisa T. Su, 75% of the 2026 equity grant is in performance-based restricted stock units and 25% in time-based RSUs. This structure ties most of her award to AMD’s multi-year shareholder return and earnings performance before shares vest and settle.
When do AMD (AMD) executive RSUs and PRSUs vest and settle?
Time-based RSUs vest 25% on August 15, 2027 and then quarterly through August 15, 2030. Performance-based units generally vest based on performance and continued employment through August 15, 2029, with settlement typically on August 22, 2029 after performance certification.
How does a change of control affect AMD executive PRSUs?
If a change of control occurs, AMD’s compensation committee determines earned PRSUs based on performance to that date. Those earned PRSUs convert into RSUs that generally vest and settle on the earlier of one year after the change of control or August 15, 2029.