8-KLeadership Changes

ADVANCED MICRO DEVICES INC 8-K Report, Executive Changes (Feb 22, 2019)

Filed February 22, 2019For Securities:AMD

Summary

This 8-K filing from Advanced Micro Devices (AMD) on February 22, 2019, primarily details adjustments to executive compensation. The Compensation Committee approved base salary increases for two key Named Executive Officers, Forrest E. Norrod and Mark D. Papermaster, effective February 19, 2019. These increases reflect a recognition of their roles and responsibilities within the company. Additionally, the filing discloses the fiscal year 2018 annual cash performance bonuses awarded to several Named Executive Officers, including Devinder Kumar, Forrest E. Norrod, Mark D. Papermaster, and President and CEO Lisa T. Su. These bonuses were tied to the company's performance against pre-established financial measures such as adjusted non-GAAP net income, revenue, and adjusted free cash flow. Notably, the bonuses paid out represented approximately 86% of the target bonus opportunity, indicating that while performance was strong enough to trigger bonuses, it did not fully meet all target metrics.

Key Highlights

  • 1Base salary increases approved for SVP Forrest E. Norrod and CTO Mark D. Papermaster.
  • 2Specific new and previous base salaries are disclosed for these executives.
  • 3Fiscal Year 2018 annual cash performance bonuses were awarded to key executives.
  • 4Bonuses for FY2018 were based on company-wide performance against adjusted non-GAAP net income, revenue, and adjusted free cash flow.
  • 5Annual bonuses awarded represented approximately 86% of the target bonus opportunity for executives, including the CEO.
  • 6Bonuses are expected to be paid out in April 2019.
  • 7Further details on 2018 bonuses will be provided in the upcoming 2019 Proxy Statement.

Frequently Asked Questions

The filing states that the Compensation and Leadership Resources Committee of the Board approved these base salary increases, effective February 19, 2019. While specific reasons beyond compensation adjustments for their roles are not detailed in this filing, such increases typically reflect an evaluation of executive responsibilities, market competitiveness, and performance.

The annual cash performance bonuses for fiscal year 2018 were determined by the Compensation Committee and approved by the Board. They were based on the Company's performance against three pre-established company-wide financial measures: adjusted non-GAAP net income, revenue, and adjusted free cash flow.

No, the bonuses awarded represented approximately 86% of their respective 2018 target cash bonus opportunities. This suggests that while the company achieved significant performance milestones to warrant bonuses, it did not fully meet all the pre-established targets for the fiscal year.

Advanced Micro Devices (AMD) intends to provide additional details regarding the 2018 annual cash performance bonuses in the company’s proxy statement for the 2019 Annual Meeting of Stockholders, which is expected to be filed in March 2019.