Summary
This 8-K filing from Advanced Micro Devices, Inc. (AMD) on May 15, 2012, primarily details compensation adjustments for its Named Executive Officers. The Compensation Committee approved significant equity awards, a mix of time-based stock options, time-based restricted stock units (RSUs), and performance-based RSUs, to be granted on June 15, 2012. These awards are designed to align executive interests with shareholder value through vesting schedules tied to time and, for performance-based RSUs, a stock price target of $10.00. Additionally, a base salary increase was approved for the Senior Vice President, General Counsel and Secretary.
Key Highlights
- 1Named executive officers (NEOs) received substantial equity awards with grant date fair values up to $6,500,000 for the CEO, Rory P. Read.
- 2Equity awards consist of 25% time-based stock options, 25% time-based RSUs, and 50% performance-based RSUs.
- 3Time-based stock options vest over approximately three years, with initial vesting on June 15, 2013.
- 4Time-based RSUs vest over three years, with vesting dates in August 2013, 2014, and 2015.
- 5Performance-based RSUs are contingent on a weighted average closing stock price of $10.00 over any 30-day period during the three-year vesting period, in addition to continued employment.
- 6The Senior Vice President, General Counsel and Secretary received a base salary increase from $475,000 to $500,000, effective July 1, 2012.
- 7All equity awards are granted under the company's 2004 Equity Incentive Plan, as amended and restated.
Frequently Asked Questions
The primary purpose of this 8-K filing is to disclose material compensation decisions made by AMD's Compensation Committee for its Named Executive Officers, specifically regarding equity awards and salary adjustments.
The equity awards are structured as a mix: 25% in time-based stock options, 25% in time-based restricted stock units (RSUs), and 50% in performance-based RSUs. The actual grant date fair value of these awards varies per executive, with the CEO receiving the largest award.
The performance-based RSUs will vest in three equal annual installments if two conditions are met: (1) the weighted average closing price of AMD's common stock is $10.00 or higher over any 30-day period during the three-year vesting period, and (2) the executive remains employed by the company through each respective vesting date.
Yes, the filing also states that Harry A. Wolin, Senior Vice President, General Counsel and Secretary, received a base salary increase of 5.3%, bringing his annual salary from $475,000 to $500,000, effective July 1, 2012.