NASDAQ: AMD ADVANCED MICRO DEVICES INC 8-K

AMD grants $70.5M in equity awards to five executives, led by $36M for CEO Su

Filed July 1, 2026 · Period ending June 26, 2026 · ~1 min read

Key Changes

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CEO Lisa Su receives $36M equity award (75% performance-based), with payout ranging 0-250% of target based on 3-year TSR vs S&P 500 and fiscal 2028 EPS growth; time-based portion vests through August 2030.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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Four other executives receive $7.5M-$10M equity awards (60% performance-based, 40% time-based) with same TSR and EPS metrics; CFO Hu gets $9M, CTO Papermaster $10M, sales chief Grasby $7.5M, data center GM Norrod $8M.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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Performance RSUs capped at 100% of target if AMD's TSR is negative over the 3-year period, even if relative performance exceeds median; additional 0-50% modifier applies based on fiscal 2028 non-GAAP EPS vs 2026 baseline.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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Base salary increases effective July 1, 2026: CEO Su to $1.375M (+3.9%), CFO Hu to $850K (+6.3%), CTO Papermaster to $900K (+3.4%), with smaller increases for Grasby and Norrod.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

AMD disclosed $70.5 million in long-term equity awards for five executives, with grants scheduled for August 15, 2026. CEO Lisa Su's $36 million award is the largest, with 75% tied to performance metrics and 25% time-based.

The other four executives—CFO Jean Hu, CTO Mark Papermaster, Chief Sales Officer Darren Grasby, and Data Center GM Forrest Norrod—receive awards ranging from $7.5 million to $10 million, structured as 60% performance-based and 40% time-based.

The performance component uses a three-year measurement period ending August 2029, with payouts of 0-250% of target based on AMD's total shareholder return relative to S&P 500 constituents and fiscal 2028 non-GAAP EPS growth versus 2026 targets. A notable design feature caps payouts at 100% of target if AMD's absolute TSR is negative, regardless of relative performance. The time-based RSUs vest quarterly over four years through August 2030, creating retention incentives extending well into the next decade. The filing also disclosed modest base salary increases effective July 2026, ranging from 2.6% to 6.3% across the five executives. These compensation adjustments reflect standard annual review cycles and align executive incentives with long-term shareholder returns and earnings growth.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,200 words

AMD disclosed base salary increases and long-term equity awards for five executives, effective July 2026.

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Added Long-term equity awards medium

Added in current filing · verify on EDGAR →

On August 15, 2026 (the “Grant Date”), the below-listed members of the Company’s executive team will receive equity awards under the Company’s 2023 Equity Incentive Plan (the “Stock Plan”), having the following target award values (“Target Value”): Name and TitleTarget Value Lisa T. Su, Chair, President and Chief Executive Officer $36,000,000 Jean Hu, Executive Vice President, Chief Financial Officer and Treasurer $9,000,000 Mark Papermaster, Executive Vice President and Chief Technology Officer $10,000,000 Darren Grasby, Executive Vice President, Chief Sales Officer and President EMEA $7,500,000 Forrest Norrod, Executive Vice President and General Manager, Data Center Solutions $8,000,000

AMD will grant equity awards on August 15, 2026 with substantial target values: $36 million for CEO Su, $9-10 million for CFO Hu and CTO Papermaster, and $7.5-8 million for sales and data center executives. These awards will be split between performance-based RSUs (75% for Su, 60% for others) and time-based RSUs (25% for Su, 40% for others).

Added Performance-based RSU structure medium

Added in current filing · verify on EDGAR →

The number of PRSUs that may be earned by a recipient will range from 0% to 250% of the recipient’s target number of PRSUs ... (a) The recipient will earn between 0% and 200% of the recipient’s target number of PRSUs depending on the Company's total shareholder return ("TSR") relative to the TSR of each of the component companies of the S&P 500 Index ... over the performance period that begins on August 15, 2026 and ends on August 15, 2029 ... Notwithstanding the foregoing, if the Company's TSR over the Performance Period is negative, then the total number of PRSUs (if any) earned by the recipient pursuant to this clause (a) may not exceed 100% of the recipient’s target number of PRSUs ... (b) The recipient will earn an additional number of PRSUs equal to 0%, 25% or 50% of the number of PRSUs (if any) earned by such named executive officer under clause (a), above, depending on the Company’s non-GAAP earnings per share (“EPS”) for fiscal 2028 as compared to the Company’s target fiscal 2026 non-GAAP EPS.

The performance-based RSUs can pay out 0% to 250% of target based on two metrics over a three-year period ending August 2029. The primary component (0-200% of target) depends on AMD's total shareholder return relative to S&P 500 companies, capped at 100% if TSR is negative. An additional modifier (0%, 25%, or 50%) applies based on fiscal 2028 non-GAAP EPS growth versus fiscal 2026 targets, creating alignment with both stock performance and earnings growth.

Show 2 minor / wording changes

Added Executive base salary increases low

Added in current filing · verify on EDGAR →

Effective July 1, 2026, the annual base salaries for the below-listed members of the Company’s executive team will increase as follows: Name and TitleAnnual Base Salary as of June 30, 2026Annual Base Salary Effective July 1, 2026 Lisa T. Su, Chair, President and Chief Executive Officer $1,323,000$1,375,000 Jean Hu, Executive Vice President, Chief Financial Officer and Treasurer $800,000$850,000 Mark Papermaster, Executive Vice President and Chief Technology Officer $870,000$900,000 Darren Grasby, Executive Vice President, Chief Sales Officer and President EMEA $810,902$843,866 Forrest Norrod, Executive Vice President and General Manager, Data Center Solutions $780,000$800,000

AMD's Board approved base salary increases for five executives effective July 1, 2026. CEO Lisa Su's salary increases from $1,323,000 to $1,375,000 (3.9% increase). CFO Jean Hu receives a $50,000 increase to $850,000 (6.3%). CTO Mark Papermaster's salary rises to $900,000 (3.4%), Chief Sales Officer Darren Grasby to $843,866 (4.1%), and Data Center GM Forrest Norrod to $800,000 (2.6%).

Added Time-based RSU vesting low

Added in current filing · verify on EDGAR →

The RSUs will vest 1/4 on August 15, 2027 and then quarterly thereafter until August 15, 2030. Each RSU represents the contractual right to receive, upon such RSU becoming vested, one share of Company common stock.

The time-based portion of the equity awards vests over four years starting August 2027, with 25% vesting initially and the remainder vesting quarterly through August 2030. This creates a retention incentive extending through mid-2030.