ADVANCED MICRO DEVICES INC 8-K

What Happened
Advanced Micro Devices, Inc. (AMD) filed an 8-K disclosing fiscal 2025 annual cash performance bonuses for several senior executives and a special long‑term equity award for CEO Lisa T. Su. On Feb 10, 2026 the Compensation Committee approved cash EIP bonuses for named executives; on Feb 11, 2026 the Board approved a special "CEO Value Creation Equity Award" for Dr. Su with a $75 million target value to be granted on the March 15, 2026 grant date. The award is 100% performance‑based PRSUs (performance‑based restricted stock units) tied to multi‑year stock price hurdles and extended vesting through March 15, 2031.

Key Details

• Fiscal 2025 cash bonuses expected to be paid in March 2026:
  • Lisa T. Su (Chair, President & CEO): $3,125,430 (Board approved Feb 11, 2026)
  • Jean Hu (CFO & Treasurer): $1,179,750 (Committee approved Feb 10, 2026)
  • Mark Papermaster (CTO): $1,293,187
  • Forrest Norrod (EVP, Data Center Solutions): $1,157,062
  • Ava Hahn (SVP, General Counsel & Corporate Secretary): $738,100
• CEO Value Creation Equity Award:
  • Target value: $75,000,000; grant date: March 15, 2026.
  • Converted to target number of PRSUs by dividing $75M by the 30‑day average closing price ending on the grant date.
  • Payout range: 0%–200% of target PRSUs based on achievement of four stock‑price hurdles over the performance period (Grant Date to March 15, 2031).
  • Hurdles use multi‑year compound annual growth rate (CAGR) targets for tranches; final dollar hurdles for first three tranches set on grant date (rounded to nearest $5). The highest tranche vests at 200% and includes a $600 stock price hurdle.
  • Vesting timing: PRSUs earned on/before the 3rd anniversary do not vest until the 3rd anniversary (50% then, 50% at 5th anniversary); PRSUs earned after the 3rd but by the 5th anniversary vest 100% on the 5th anniversary. Continued service as CEO or Executive Chair is required for vesting.
  • Forfeiture/termination: unvested/ unearned PRSUs forfeited for termination for cause; limited accelerated/extended treatment for a “covered termination” per Dr. Su’s employment agreement.
• The Board described the award as a one‑time special award (not part of regular annual compensation) intended to align Dr. Su’s pay with long‑term shareholder value and retention goals.

Why It Matters
This filing signals AMD’s effort to retain and incentivize top executives—especially CEO Lisa Su—through a large, multi‑year, performance‑based equity award that ties significant potential compensation to sustained stock price performance. For investors, the $75M award and the specified stock‑price hurdles show the Board’s emphasis on long‑term share‑price outcomes rather than guaranteed pay. The disclosed cash bonuses are modest relative to the CEO award but confirm near‑term compensation payments expected in March 2026.