AMD 8-K

Summary

Executive compensation changes. AMD approved base salary increases effective 7/1/2026 and target equity awards for five executives, scheduled for 8/15/2026. The awards combine performance-based and time-based stock units, with performance tied to relative shareholder returns and non-GAAP EPS.

Key Figures

• Annual base salaries effective 7/1/2026, current → new: Lisa Su $1.32M → $1.38M; Jean Hu $0.8M → $0.85M; Mark Papermaster $0.87M → $0.9M; Darren Grasby $0.811M → $0.844M; Forrest Norrod $0.78M → $0.8M.
• Target equity awards for 8/15/2026: Su $36M; Hu $9M; Papermaster $10M; Grasby $7.5M; Norrod $8M. Su’s award mix is 75% performance-based restricted stock units (PRSUs) and 25% restricted stock units (RSUs); the other four executives’ mix is 60% PRSUs and 40% RSUs. Unit counts will be based on the average stock closing price over the 30 trading days ending on the grant date.
• PRSUs can pay out from 0% to 250% of target. Relative total shareholder return determines 0%–200% of target over 8/15/2026–8/15/2029; if AMD’s total shareholder return is negative, this component is capped at 100% of target. An additional 0%, 25% or 50% of the PRSUs earned under the relative-return measure depends on FY2028 non-GAAP EPS vs AMD’s target FY2026 non-GAAP EPS. RSUs vest one-quarter on 8/15/2027 and quarterly thereafter through 8/15/2030.