8-KLeadership Changes

ADVANCED MICRO DEVICES INC 8-K Report, Executive Changes (Aug 11, 2020)

Filed August 11, 2020For Securities:AMD

Summary

This 8-K filing from Advanced Micro Devices (AMD) announces the approval of significant long-term equity incentive awards for its Named Executive Officers (NEOs) for the fiscal year 2020. These awards, granted on August 9, 2020, are designed to align executive compensation with company performance and shareholder value creation. The compensation structure is a mix of performance-based restricted stock units (PRSUs), time-based stock options, and time-based restricted stock units (RSUs), with the CEO, Dr. Lisa T. Su, receiving the largest award value. The performance metrics for the PRSUs are tied to the company's stock price return relative to the S&P 500 Index and non-GAAP earnings per share (EPS) growth over a specified performance period. This structure suggests a focus on driving stock performance and profitability, which should be of interest to investors looking for executive alignment with shareholder interests. The vesting schedules for all award components are staggered, promoting retention through August 2023.

Key Highlights

  • 1AMD approved significant long-term equity incentive awards for its Named Executive Officers (NEOs) on August 6-7, 2020.
  • 2The CEO, Dr. Lisa T. Su, received a target award value of $13,845,000, with other NEOs receiving awards ranging from $2.7 million to $3.6 million.
  • 3Awards are structured as a mix of 50% performance-based restricted stock units (PRSUs), 25% time-based stock options, and 25% time-based restricted stock units (RSUs).
  • 4PRSUs are subject to performance conditions tied to AMD's stock price return relative to the S&P 500 Index and non-GAAP EPS growth from 2020 to 2022.
  • 5The performance period for PRSUs is from August 9, 2020, to August 9, 2023.
  • 6Earned PRSUs can range from 0% to 200% of the target, with an additional potential payout based on EPS, capped at 250% of the target PRSU number.
  • 7Stock options have a seven-year term, and RSUs and options vest in one-third increments over three years, ending August 9, 2023, promoting executive retention.

Frequently Asked Questions

The main purpose is to incentivize and retain key executives by aligning their compensation with the company's long-term performance and shareholder value creation. The awards are structured with performance metrics tied to stock price appreciation and earnings growth.

The PRSUs are measured based on two key performance indicators: the company's stock price return relative to the S&P 500 Index over a three-year performance period, and the company's non-GAAP earnings per share (EPS) growth from fiscal years 2020 to 2022. The maximum payout for PRSUs is capped.

The time-based stock options and RSUs vest in equal one-third installments on August 9, 2021, August 9, 2022, and August 9, 2023. The earned PRSUs are subject to continued employment through August 9, 2023, and are generally settled on August 16, 2023.

The number of PRSUs, Stock Options, and RSUs granted is determined by dividing a portion of the Target Value by a 'Conversion Price'. This Conversion Price is based on the average closing price of AMD's stock over the 30 trading days ending on the Grant Date, with a minimum floor of $20.00.