ADVANCED MICRO DEVICES INC 8-K

What Happened
Advanced Micro Devices, Inc. (AMD) filed an 8‑K reporting that on June 26, 2026 its Board and Compensation Committee approved base salary increases effective July 1, 2026 and long‑term equity awards to be granted on August 15, 2026 to five senior executives. Affected executives include CEO Lisa T. Su, CFO Jean Hu, CTO Mark Papermaster, Chief Sales Officer Darren Grasby, and Data Center GM Forrest Norrod. Target equity award values range from $7.5 million to $36 million, and awards will be a mix of performance‑based RSUs (PRSUs) and time‑based RSUs (RSUs) under the 2023 Equity Incentive Plan.

Key Details

• Base salary increases effective July 1, 2026:
  • Lisa T. Su: $1,323,000 → $1,375,000
  • Jean Hu: $800,000 → $850,000
  • Mark Papermaster: $870,000 → $900,000
  • Darren Grasby: £615,000 → £640,000 (converted to $810,902 → $843,866 using 1.31854 rate)
  • Forrest Norrod: $780,000 → $800,000
• Target equity awards (grant date Aug 15, 2026):
  • Lisa T. Su: $36,000,000 (75% PRSUs / 25% RSUs)
  • Jean Hu: $9,000,000 (60% PRSUs / 40% RSUs)
  • Mark Papermaster: $10,000,000 (60% PRSUs / 40% RSUs)
  • Darren Grasby: $7,500,000 (60% PRSUs / 40% RSUs)
  • Forrest Norrod: $8,000,000 (60% PRSUs / 40% RSUs)
• PRSU payout mechanics:
  • Performance period: Aug 15, 2026 – Aug 15, 2029 (or earlier prior to a change in control).
  • TSR‑based component (vs. S&P 500 peers) yields 0%–200% of target PRSUs; if TSR is negative the TSR component is capped at 100%.
  • EPS modifier can add 0%, 25% or 50% of the PRSUs earned under the TSR test (max total PRSU payout up to 250% of target).
• RSU vesting: 25% on Aug 15, 2027, then quarterly through Aug 15, 2030. Earned PRSUs generally vest subject to continued employment through Aug 15, 2029 and settle in August 2029 (or upon certification).

Why It Matters
These actions increase ongoing cash compensation modestly for top executives and commit large, performance‑linked equity awards intended to align pay with three‑year TSR and EPS goals. For investors, the PRSU structure ties upside to relative shareholder returns and EPS improvement, while RSUs and multi‑year vesting promote retention. The awards may result in future share issuance if earned and vested, which is relevant to dilution considerations and executive incentives but do not change current reported financial results.