Summary
This 8-K/A filing by Advanced Micro Devices, Inc. (AMD) primarily addresses the re-issuance of equity awards to CEO Lisa T. Su, aimed at fully restoring her compensation to pre-rescission levels. Previously, certain performance-based restricted stock units granted in 2014 were voided due to a technical violation of the company's 2004 Equity Incentive Plan regarding per-year share limits. The company opted to rescind these awards to avoid litigation. Following this initial rescission, AMD began a phased approach to return Dr. Su's equity compensation. This filing announces the final step: a grant of 230,364 performance-based restricted stock units. The ultimate number of shares earned will be contingent on both adjusted non-GAAP operating income performance over a two-year period (2014-2015) and AMD's total shareholder return (TSR) relative to the S&P 500 IT Sector. This move signifies the company's intent to ensure Dr. Su's compensation remains aligned with its commitments and market standards.
Key Highlights
- 1AMD is re-issuing performance-based restricted stock units (PSUs) to CEO Lisa T. Su, totaling 230,364 shares on a target basis.
- 2These awards are intended to fully restore Dr. Su's equity compensation to levels prior to certain awards being voided in December 2014.
- 3The initial voiding of awards was due to a technical breach of the company's 2004 Equity Incentive Plan's per-year share limit.
- 4The number of earned PSUs is subject to achievement of pre-established adjusted non-GAAP operating income targets over a two-year performance period (2014-2015).
- 5Earned PSUs will also be adjusted based on AMD's Total Shareholder Return (TSR) relative to the S&P 500 IT Sector.
- 6If AMD's TSR is at or above the 75th percentile, Dr. Su will earn 125% of the initial target; between the 25th and 75th percentile, a proportionate adjustment applies.
- 7Vesting of earned PSUs occurs in two tranches: 50% upon completion of the performance period and 50% one year later.