ADVANCED MICRO DEVICES, INC. (NASDAQ:AMD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Named Executive Officer Long-Term Incentive Awards
On August 1, 2017, the Compensation and Leadership Resources Committee (“Committee”) of the Board of Directors of Advanced Micro Devices, Inc. (the “Company”) approved equity awards to each of the named executive officers (as set forth in the Company’s most recent proxy statement filed on March 8, 2017) having the following target award values (“Target Value”):
|
Name and Title |
Target Value |
|
Devinder Kumar, Senior Vice President, Chief Financial Officer and Treasurer |
$2,000,000 |
|
James R. Anderson, Senior Vice President and General Manager, Computing and Graphics Business Group |
$2,000,000 |
|
Forrest E. Norrod, Senior Vice President and General Manager, Enterprise, Embedded and Semi-Custom Business Group |
$2,000,000 |
|
Mark D. Papermaster, Chief Technology Officer and Senior Vice President, Technology and Engineering |
$2,250,000 |
On August 2, 2017, the Board of Directors approved an equity award to Dr. Lisa T. Su having the following Target Value:
|
Name and Title |
Target Value |
|
Lisa T. Su, President and Chief Executive Officer |
$8,000,000 |
The Target Value of each equity award will be converted into a mix of performance-based restricted stock units (“PRSUs”), time-based stock options (“Stock Options”) and time-based restricted stock units (“RSUs”) that will be granted on August 9, 2017 (the “Grant Date”) under the terms of the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan, as amended and restated.
The target number of PRSUs will be determined by dividing 50% of the Target Value by the average closing price of the Company’s stock over the 30 trading-day period ending on the Grant Date (but not less than $8.00) (the “Conversion Price”). The number of Stock Options will be determined by converting 25% of the Target Value using the Conversion Price and a binomial factor determined in accordance with the Company’s equity valuation practices, and the number of RSUs will be determined by dividing 25% of Target Value by the Conversion Price.
PRSUs. The number of PRSUs that a named executive officer may earn will range from 0% to 250% of his or her target number of PRSUs, provided that the maximum number of PRSUs that may be earned is capped at the number equal to (i) eight times the Target Value of the named executive officer’s PRSU award, divided by (ii) the closing price of the Company’s stock the last day of the Performance Period (defined below). Subject to the foregoing award limits, the actual number of PRSUs earned by the named executive officers will be based on the following performance criteria (as certified by the Committee):
|
The Company’s total shareholder return (TSR) over the three-year performance period ending on August 9, 2020 (or, if earlier, the date of a change of control) (the “Performance Period”); |
|
The Company’s TSR for the Performance Period relative to the TSRs of each of the companies included in the PHLX Semiconductor Sector Index (“SOX”) at the start of the Performance Period and any additional companies added to the SOX during the Performance Period that are in the SOX at the end of the Performance Period; and |
|
The Company’s stock price performance, as measured during the last year of the Performance Period. |
Earned and vested PRSUs will generally be settled on the later of August 15, 2020, or the date following the Committee’s certification of performance.
Stock Options. The Stock Options will have an exercise price equal to 50% of the fair market value of the Company’s common stock on the Grant Date, and will vest 1/3 on each of August 9, 2018, August 9, 2019 and August 9, 2020. The Stock Options will have a term of seven years.
RSUs. The RSUs will vest 1/3 on each of August 9, 2018, August 9, 2019 and August 9, 2020.
About ADVANCED MICRO DEVICES, INC. (NASDAQ:AMD)
Advanced Micro Devices, Inc. is a global semiconductor company. The Company is engaged in offering x86 microprocessors, as a standalone central processing unit (CPU) or as incorporated into an accelerated processing unit (APU), chipsets, and discrete graphics processing units (GPUs) for the consumer, commercial and professional graphics markets, and server and embedded CPUs, GPUs and APUs, and semi-custom System-on-Chip (SoC) products and technology for game consoles. It operates in two segments: the Computing and Graphics segment, which includes desktop and notebook processors and chipsets, discrete GPUs and professional graphics, and the Enterprise, Embedded and Semi-Custom segment, which includes server and embedded processors, dense servers, semi-custom SoC products, engineering services and royalties. Its desktop PC product brands for microprocessors are AMD A-Series, AMD E-Series, AMD FX CPU, AMD Athlon CPU and APU.
