8-KLeadership ChangesRegulation FDExhibits & Filings

ADVANCED MICRO DEVICES INC 8-K Report, Executive Changes (Jan 11, 2023)

Filed January 11, 2023For Securities:AMD

Summary

Advanced Micro Devices, Inc. (AMD) announced a significant leadership change in its finance department via an 8-K filing on January 11, 2023. Devinder Kumar, the long-serving Chief Financial Officer (CFO) and Treasurer, announced his retirement, effective January 23, 2023. Mr. Kumar will remain with AMD in an Executive Vice President role until April 14, 2023, to ensure a smooth transition, and his departure is not due to any disagreements regarding accounting practices or financial reporting. Simultaneously, AMD has appointed Jean Hu as its new CFO, also effective January 23, 2023. Ms. Hu brings extensive financial leadership experience, most recently serving as CFO at Marvell Technology. Her compensation package includes a substantial base salary, performance bonus potential, and significant equity awards, including sign-on and 'make-whole' grants, reflecting the importance of her role in guiding AMD's financial strategy. This transition marks a key moment for AMD as it integrates new financial leadership.

Key Highlights

  • 1Devinder Kumar is retiring as CFO and Treasurer, effective January 23, 2023, after a period of assistance with transition until April 14, 2023.
  • 2The retirement of Mr. Kumar is not related to any disputes concerning the company's accounting or financial reporting.
  • 3Jean Hu has been appointed as the new Chief Financial Officer, effective January 23, 2023.
  • 4Ms. Hu joins AMD from Marvell Technology, where she held the CFO position since August 2016, bringing a strong background in financial leadership.
  • 5Ms. Hu's compensation package includes a $725,000 base salary, with an annual bonus target of 125% of base salary.
  • 6Significant equity awards are part of Ms. Hu's compensation, including a $5 million sign-on performance-based RSU award and a $7.5 million annual equity award for 2023.
  • 7Ms. Hu will also receive $12 million in time-based RSUs and a $2 million cash bonus as 'make-whole' compensation for forfeited opportunities from her previous employer.

Frequently Asked Questions

The filing explicitly states that Mr. Kumar's resignation is not the result of any dispute or disagreement with the Company, including with respect to any matters relating to the Company’s accounting practices or financial reporting. This suggests a smooth and orderly transition, with Mr. Kumar remaining to assist through April 14, 2023, mitigating immediate concerns about financial reporting continuity.

Jean Hu is a seasoned financial executive with extensive experience. She most recently served as CFO at Marvell Technology. Prior to that, she held significant financial leadership roles at QLogic Corporation (including acting CEO) and Conexant Systems, Inc. She holds a Ph.D. in Economics and a Bachelor of Science in Chemical Engineering and also serves on the board of Fortinet, Inc.

Ms. Hu's compensation is substantial and includes a base salary of $725,000, an annual bonus target of 125% of her base salary, a $5 million sign-on performance-based RSU award, a recommended $7.5 million annual equity award for 2023, $12 million in time-based RSUs as make-whole compensation, and a $2 million cash sign-on bonus. The total quantifiable value of her initial compensation, including these awards and bonus, is significant, reflecting her critical role.

The 'make-whole' compensation, comprising $12 million in time-based RSUs and a $2 million cash bonus, is designed to compensate Ms. Hu for the material compensation opportunities she forfeited by leaving her previous employer to join AMD. This is a common practice to attract high-caliber executives who may have substantial unvested equity or bonuses at their former company.