8-KLeadership ChangesExhibits & Filings

ADVANCED MICRO DEVICES INC 8-K Report, Executive Changes (May 20, 2010)

Filed May 20, 2010For Securities:AMD

Summary

This 8-K filing from Advanced Micro Devices, Inc. (AMD) on May 20, 2010, details changes in executive compensation and equity awards approved by the Compensation Committee. Notably, the CEO, Mr. Derrick Meyer, and Senior Vice President and Chief Sales Officer, Mr. Emilio Ghilardi, received base salary increases effective July 1, 2010. Additionally, the filing outlines significant equity grants in the form of stock options and restricted stock units (RSUs) to named executive officers, with staggered grant and vesting schedules designed to incentivize long-term performance and retention. A key development is the inclusion of a "clawback" provision in the revised forms of stock option and RSU agreements for employees at the Senior Vice President level and above. This provision allows the company to recover previously awarded compensation under certain circumstances, reflecting a focus on aligning executive actions with company performance and financial integrity. The filing also notes a decrease in the Annual Incentive Plan target for the Chief Operations and Administrative Officer, Mr. Robert Rivet, for the latter half of 2010.

Key Highlights

  • 1Base salary increases approved for CEO Derrick Meyer ($900,000 to $950,000) and SVP & Chief Sales Officer Emilio Ghilardi ($580,000 to $597,000), effective July 1, 2010.
  • 2Annual Incentive Plan target reduced for EVP & Chief Operations and Administrative Officer Robert Rivet from 175% to 150% of base salary for H2 2010.
  • 3Significant equity awards granted to named executive officers, including stock options and Restricted Stock Units (RSUs).
  • 4CEO Derrick Meyer received 575,000 stock options and 287,500 RSUs.
  • 5Stock options are granted in four installments over 12 months, with vesting occurring over approximately 2.5 years.
  • 6RSUs vest over three years, with Mr. Rivet's RSUs vesting fully on May 9, 2011.
  • 7Inclusion of a "clawback" provision in revised stock option and RSU award agreements for SVP level and above employees.

Frequently Asked Questions

The filing reports base salary increases for the CEO and the SVP and Chief Sales Officer, effective July 1, 2010. It also details the granting of stock options and Restricted Stock Units (RSUs) to named executive officers. A notable change is the reduction in the Annual Incentive Plan target for the Chief Operations and Administrative Officer for the second half of 2010.

The 'clawback' provision, introduced into revised stock option and RSU agreements for senior executives, allows AMD to recover previously awarded compensation under specific circumstances. This is typically to protect the company from misconduct or financial restatements, aligning executive incentives more closely with long-term company health and shareholder value.

Stock options are granted in four installments over 12 months, with vesting occurring in stages over the subsequent approximately 2.5 years. Restricted Stock Units (RSUs) generally vest in equal thirds over three years, though Robert Rivet's RSUs have a shorter, one-year vesting period. These structures are designed to encourage retention and align executive interests with performance over time.

Named executive officers, including Derrick Meyer (CEO), Emilio Ghilardi (SVP & Chief Sales Officer), Robert Rivet (EVP & Chief Operations and Administrative Officer), and Thomas Seifert (not explicitly detailed with a title, but listed with awards), received equity awards. The awards consisted of stock options and Restricted Stock Units (RSUs).