AMD (ADVANCED MICRO DEVICES) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnJune 23, 2022 , the Board of Directors (the "Board") ofAdvanced Micro Devices, Inc. (the "Company") and theCompensation and Leadership Resources Committee of the Board (the "Committee"), as applicable, approved the following changes to the compensation of the Company's named executive officers (as set forth in the Company's most recent definitive proxy statement filed with theSecurities and Exchange Commission onMarch 31, 2022 ):
Named Executive Officer Base Salary Increases
Effective
Old Annual Salary Annual Base Salary
Effective July 1, 2022
Lisa T. Su, President and Chief Executive Officer $1,097,000 $1,200,000
Devinder Kumar, Executive Vice President, Chief $675,000 $710,000
Financial Officer and Treasurer
Rick Bergman, Executive Vice President, Computing and $625,000 $650,000
Graphics Business Group
Darren Grasby, Executive Vice President and Chief $583,110 $644,490
Sales Officer (1)
Mark Papermaster, Chief Technology Officer and $725,000 $775,000 Executive Vice President, Technology and Engineering
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(1) Amounts shown forMr. Grasby were converted toU.S. dollars from £475,000 and £525,000, respectively, using an exchange rate of1.2276 U.S. dollars per1.00 British pound , which was the exchange rate reported by Bloomberg Financial as ofJune 23, 2022 .
Named Executive Officer Long-Term Incentive Awards
OnAugust 9, 2022 (the "Grant Date"), the named executive officers will receive equity awards under the Company's 2004 Equity Incentive Plan, as amended and restated (the "2004 Plan"), having the following target award values ("Target Value"):Name and Title Target ValueLisa T. Su , President and Chief Executive Officer$22,400,000 Devinder Kumar , Executive Vice President, Chief Financial$5,000,000 Officer and TreasurerRick Bergman , Executive Vice President, Computing and$4,200,000 Graphics Business Group Darren Grasby , Executive Vice President andChief Sales $6,000,000
Officer
Mark D. Papermaster , Chief Technology Officer and Executive$7,500,000
Vice President, Technology and Engineering
The Target Value of each equity award will be converted into a mix of
performance-based restricted stock units ("PRSUs"), time-based stock options
("Stock Options") and time-based restricted stock units ("RSUs"). Each PRSU and
RSU represents a contractual right to receive one share of the Company's common
stock upon vesting and settlement of the PRSU or RSU (as applicable).
The target number of PRSUs will be determined by dividing 50% of the Target
Value by the average closing price of the Company's stock over the 30
trading-day average period ending on the Grant Date (the "Conversion Price").
The number of Stock Options will be determined by converting 25% of the Target
Value using the Conversion Price and a stock option valuation factor determined
in accordance with the Company's equity valuation practices, and the number of
RSUs will be determined by dividing 25% of Target Value by the Conversion Price.
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PRSUs. The number of PRSUs that a named executive officer may earn will range
from 0% to 250% of his or her target number of PRSUs. Subject to the foregoing
award limits, the actual number of PRSUs earned by each named executive officer
will be calculated as follows:
(a) Each named executive officer will earn between 0% and 200% of his or her
target number of PRSUs depending on the return on the Company's stock price
relative to the return on the S&P 500 Index, in each case over the performance
period that begins on August 9, 2022 and ends on August 9, 2025 (or, if earlier,
the date immediately preceding the effective date of a change of control (as
defined in the 2004 Plan)) (as applicable, the "Performance Period").
(b) Each named executive officer 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 2024 as compared to the Company's fiscal 2022
target non-GAAP EPS.
If a change of control occurs before the Company reports its fiscal year 2024
earnings, but after the Company reports its fiscal year 2023 earnings, each
named executive officer will earn 0%, 25%, or 50% of the number of PRSUs (if
any) earned by such named executive officer under clause (a), above, based on
the percentage by which the Company's fiscal year 2023 non-GAAP EPS exceeds its
fiscal year 2022 target non-GAAP EPS. If a change of control occurs before the
Company reports its fiscal year 2023 earnings, no additional PRSUs will be
earned by the named executive officers under this clause (b).
(c) If the return on the Company's stock price over the Performance Period is
negative, then the total number of PRSUs (if any) earned by each named executive
officer pursuant to clauses (a) and (b), above, will be reduced by 50%.
Vesting of any earned PRSUs is generally subject to the applicable named
executive officer's continued provision of services to the Company through
Stock Options. The Stock Options will have an exercise price equal to 100% of the fair market value of the Company's common stock on the Grant Date, and will vest 1/4 on each ofAugust 9, 2023 ,August 9, 2024 ,August 9, 2025 andAugust 9, 2026 . The Stock Options will have a term of seven years.
RSUs. The RSUs will vest 1/4 on each of
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