UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

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☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under Rule 14a-12

ADVANCED MICRO DEVICES, INC.

(Name of registrant as specified in its charter)

 

(Name of person(s) filing proxy statement, if other than the registrant)

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ADVANCED MICRO DEVICES, INC.

2485 AUGUSTINE DRIVE

SANTA CLARA, CALIFORNIA 95054

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

 

You are cordially invited to attend our 2021 annual meeting of stockholders (our “Annual Meeting”) to be held on Wednesday, May 19, 2021 at 9:00 a.m. Pacific Time. Our Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/AMD2021. You will not be able to attend the Annual Meeting in person.

We are holding our Annual Meeting to:

 

•

Elect the eight director nominees named in this proxy statement;

 

•

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year;

 

•

Approve on a non-binding, advisory basis the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission (the “SEC”); and

 

•

Transact any other business that properly comes before our Annual Meeting or any adjournment or postponement thereof.

We are pleased to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules. As a result, we are mailing to our stockholders (other than those who previously requested printed or emailed materials on an ongoing basis) a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of printed copies of our proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, how to vote on the Internet and how you can receive printed or emailed copies of our proxy materials. We believe that providing our proxy materials over the Internet will lower our Annual Meeting’s cost and environmental impact, while increasing the ability of our stockholders to access the information that they need.

Stockholders of record at the close of business on March 23, 2021 and holders of proxies for those stockholders may attend and vote at our Annual Meeting. To attend our Annual Meeting via the Internet, you must log in to www.virtualshareholdermeeting.com/AMD2021 using the 16-digit control number on the Notice, proxy card or voting instruction form that accompanied the proxy materials.

For additional details on Internet and telephone voting and the virtual meeting, please see pages 1-6 of the Proxy Statement.

Sincerely,

 

 

HARRY A. WOLIN

Senior Vice President, General Counsel and Corporate

Secretary

This notice of annual meeting is dated March 31, 2021 and will first be distributed and

made available to the stockholders of Advanced Micro Devices, Inc. on or about March 31, 2021.

 

2021 NOTICE OF MEETING AND PROXY STATEMENT

 

 

TABLE OF CONTENTS

 

		Page
QUESTIONS AND ANSWERS			1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			7
ITEM 1—ELECTION OF DIRECTORS			8
Director Experience, Skills and Qualifications			8
Consideration of Stockholder Nominees for Director			13
Communications with the Board or Non-Management Directors			15
Required Vote			15
Recommendation of the Board of Directors			15
CORPORATE GOVERNANCE			16
Independence of Directors			16
Compensation Committee Interlocks and Insider Participation			16
Board Leadership Structure			16
Risk Oversight			17
Code of Ethics			18
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS			19
Board Meetings and Attendance			19
Board Committees			19
DIRECTORS’ COMPENSATION AND BENEFITS			22
PRINCIPAL STOCKHOLDERS			26
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS			27
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			29
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			31
EQUITY COMPENSATION PLAN INFORMATION			32
COMPENSATION DISCUSSION AND ANALYSIS			33
Executive Summary			33
Response to 2020 “Say On Pay” Vote and Stockholder Engagement Process			36
Executive Compensation Policies and Practices			40
Compensation Philosophy and Objectives			41
2020 Compensation Elements			46
Change in Control Agreements and Arrangements			52
Severance and Separation Arrangements			53
Other Compensation Policies			53
COMPENSATION AND LEADERSHIP RESOURCES COMMITTEE’S REPORT			55
COMPENSATION POLICIES AND PRACTICES			56
EXECUTIVE COMPENSATION			57
2020 SUMMARY COMPENSATION TABLE			57
OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END			59
GRANTS OF PLAN-BASED AWARDS IN 2020			62

2021 NOTICE OF MEETING AND PROXY STATEMENT

Table of Contents (continued)

 

 

		Page
OPTION EXERCISES AND STOCK VESTED IN 2020			63
2020 NONQUALIFIED DEFERRED COMPENSATION			64
SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS			65
CHIEF EXECUTIVE OFFICER PAY RATIO			71
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			72
AUDIT AND FINANCE COMMITTEE’S REPORT			73
ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			74
Required Vote			74
Recommendation of Board of Directors			74
Independent Registered Public Accounting Firm’s Fees			74
Pre-Approval Policies and Procedures			75
ITEM  3—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)			76
Required Vote			77
Recommendation of the Board of Directors			77
INCORPORATION BY REFERENCE			78
AVAILABLE INFORMATION			78

2021 NOTICE OF MEETING AND PROXY STATEMENT

 

ADVANCED MICRO DEVICES, INC.

 

 

PROXY STATEMENT

 

 

2021 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS

In this proxy statement, the words “AMD,” the “Company,” “we,” “ours,” “us” and similar terms refer to Advanced Micro Devices, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. Information presented in this Proxy Statement is based on our 2020 fiscal calendar, which ended December 26, 2020.

 

1.			Q:			WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?
			A:			In accordance with rules adopted by the SEC, commonly referred to as “Notice and Access,” we may furnish proxy materials by providing access to the documents on the Internet, instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice was mailed on or about March 31, 2021 to stockholders of record on March 23, 2021 (the “Record Date”) who have not previously requested to receive printed or emailed materials on an ongoing basis. The Notice instructs you as to how you may access our proxy materials on the Internet and how to vote on the Internet.   You may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by following the instructions in the Notice. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the environmental impact of our annual meetings. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.
2.			Q:			WHY AM I RECEIVING PROXY MATERIALS?
			A:			Our board of directors (the “Board”) is providing these materials to you in connection with the Board’s solicitation of proxies for use at our Annual Meeting, which will take place on Wednesday, May 19, 2021 at 9:00 a.m. Pacific Time virtually at www.virtualshareholdermeeting.com/AMD2021. Our stockholders as of the close of business on the Record Date are invited to attend or participate in our Annual Meeting and are requested to vote on the items described in this proxy statement. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares.
3.			Q:			WHAT IS INCLUDED IN THE PROXY MATERIALS?
			A:			The proxy materials for our Annual Meeting include the Notice, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 26, 2020 (our “Annual Report”). If you received a printed copy of these materials, the proxy materials also include a proxy card or voting instruction form.
4.			Q:			HOW CAN I ACCESS THE PROXY MATERIALS OVER THE INTERNET?
			A:			The Notice, proxy card and voting instruction form contain instructions on how you may access our proxy materials on the Internet and how to vote on the Internet. Our proxy materials are also available at www.proxyvote.com and the Investor Relations page of our website at www.amd.com or ir.amd.com.
5.			Q:			WHO IS SOLICITING MY VOTE?
			A:			This proxy solicitation is being made by the Board of Advanced Micro Devices, Inc. We have retained MacKenzie Partners, Inc., professional proxy solicitors, to assist us with this proxy solicitation. We will pay the entire cost of this solicitation, including MacKenzie’s fees and expenses, which we expect to be approximately $25,000.

 

ADVANCED MICRO DEVICES, INC.  |  2021 Proxy Statement		1

2021 NOTICE OF MEETING AND PROXY STATEMENT

Questions and Answers (continued)

 

 

6.			Q:			WHO IS ENTITLED TO VOTE?
			A:			Stockholders as of the close of business on the Record Date are entitled to vote on all items properly presented at our Annual Meeting. On the Record Date, 1,214,607,613 shares of our common stock were outstanding. Every stockholder is entitled to one vote for each share of common stock held on the Record Date. A list of these stockholders will be available during regular business hours at our headquarters, located at 2485 Augustine Drive, Santa Clara, California 95054, from our Corporate Secretary at least ten days before our Annual Meeting. The list of stockholders will also be available at the time and place of our Annual Meeting.
7.			Q:			WHAT AM I BEING ASKED TO VOTE ON?
			A:			You may vote on:
			•			Proposal 1: Election of the eight director nominees named in this proxy statement.
			•			Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.
			•			Proposal 3: Approval on a non-binding, advisory basis of the compensation of our named executive officers (“Say-On-Pay”).
			•			Such other business as may properly come before our Annual Meeting or any adjournment or postponement of our Annual Meeting.
8.			Q:			HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
			A:			The Board recommends that you vote:
			•			FOR each of the eight director nominees named in this proxy statement.
			•			FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.
			•			FOR the Say-On-Pay proposal.
9.			Q:			WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
			A:			Most of our stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.   Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record, and the Notice was sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to AMD or to vote at our Annual Meeting. If you requested to receive printed proxy materials, we have enclosed a proxy card for you to use, as described in the Notice and under Question 10 below. You may also vote on the Internet, or by telephone, as described in the Notice and under Question 10 below. You are also invited to attend our Annual Meeting via the Internet.   Beneficial Owner. If your shares are held in an account in the name of a brokerage firm, bank, broker-dealer, trust or other similar organization (i.e., in street name), like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and the Notice should be forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker or other nominee how to vote your shares, and you are also invited to attend our Annual Meeting via the Internet, as described in the Notice and under Question 10 below.

 

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2021 NOTICE OF MEETING AND PROXY STATEMENT

Questions and Answers (continued)

 

 

10.			Q:			CAN I ATTEND THE ANNUAL MEETING VIA THE INTERNET? CAN I VOTE AT THE ANNUAL MEETING?
			A:			Stockholders may attend our Annual Meeting via the Internet at www.virtualshareholdermeeting.com/AMD2021. Stockholders will not be able to attend the Annual Meeting in person.   Access to the Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 9:00 am Pacific Time. Online access to the audio webcast will open approximately 30 minutes prior to the start of the Annual Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage our stockholders to access the meeting in advance of the designated start time.   Log-in Instructions. To attend the Annual Meeting, stockholders will need to log-in to www.virtualshareholdermeeting.com/AMD2021 using the 16-digit control number on the Notice, proxy card or voting instruction form.   Submitting Questions Prior to or at the Annual Meeting. An online portal will be available to our stockholders at www.proxyvote.com approximately on or about March 31, 2021 prior to the Annual Meeting. By accessing this portal, stockholders will be able to submit questions and vote in advance of the Annual Meeting. Stockholders may also submit questions and vote on the day of, or during, the Annual Meeting on www.virtualshareholdermeeting.com/AMD2021. To demonstrate proof of stock ownership, you will need to enter the 16-digit control number received with your Notice, proxy card or voting instruction form to submit questions and vote at our Annual Meeting. We intend to answer questions submitted before and during the meeting that are pertinent to the Company and the items being brought before stockholder vote at the Annual Meeting, as time permits, and in accordance with the Rules of Conduct for the Annual Meeting.
						Technical Assistance. We have retained Broadridge Financial Solutions (“Broadridge”) to host our virtual annual meeting and to distribute, receive, count and tabulate proxies. On the day of our Annual Meeting, our support team at Broadridge may be contacted at 1(844) 976-0738 (toll-free in the United States and Canada) or 1(303) 562-9301 (for international participants), and will be available to answer your questions regarding how to attend and participate at our Annual Meeting via the Internet or if you encounter any technical difficulty accessing or during the virtual meeting.
11.			Q:			IF I AM A STOCKHOLDER OF RECORD, HOW DO I VOTE?
			A:			If you are a stockholder of record you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can vote by mail, telephone (from the United States and Canada) or the Internet pursuant to instructions provided on the proxy card provided to you with your printed proxy materials. You may also vote while attending our Annual Meeting via the Internet, as described in Question 10 above. Even if you plan to attend our Annual Meeting via the Internet, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend our Annual Meeting.
12.			Q:			IF I AM A BENEFICIAL OWNER, HOW DO I VOTE?
			A:			If you are a beneficial owner, you may submit your voting instructions by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can submit your voting instructions by following the instructions in the voting instruction form provided to you by your broker or other nominee. We urge you to instruct your broker or other nominee how to vote on your behalf. As described more fully under Question 14, your broker or other nominee cannot vote on certain items without your instructions.   You may also vote while attending our Annual Meeting via the Internet, as described in Question 10 above. Even if you plan to attend our Annual Meeting via the Internet, we recommend that you also submit your voting instructions as described above so that your vote will be counted if you later decide not to attend our Annual Meeting.
13.			Q:			WHAT IF I AM A STOCKHOLDER OF RECORD AND DO NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY CARD OR VOTING BY TELEPHONE OR THE INTERNET?
			A:			If you are a stockholder of record and you return a properly executed proxy card or vote by proxy over the Internet but do not mark the boxes showing how you wish to vote, your shares will be voted in accordance with the recommendations of the Board, as specified in Question 8 above. With respect to any other matter

 

ADVANCED MICRO DEVICES, INC.  |  2021 Proxy Statement		3

2021 NOTICE OF MEETING AND PROXY STATEMENT

Questions and Answers (continued)

 

 

						that properly comes before our Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, at their own discretion.
14.			Q:			WHAT IF I AM A BENEFICIAL OWNER AND DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER OR OTHER NOMINEE? WHAT IS A BROKER NON-VOTE?
			A:			As a beneficial owner, in order to ensure your shares are voted, you must provide voting instructions to your broker or other nominee by the deadline provided in the materials you receive from your broker or other nominee. If you do not provide voting instructions to your broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote.   Non-Discretionary Items. The election of directors and the Say-on-Pay proposal are non-discretionary items and may not be voted on by brokers or other nominees who have not received specific voting instructions from beneficial owners. A broker non-vote occurs when your broker or other nominee has not received instructions from you as to how to vote your shares on a proposal and does not have discretionary authority to vote your shares on that proposal.   Discretionary Items. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year is a discretionary item. Generally, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on these proposals in their discretion.
15.			Q:			CAN I CHANGE MY VOTE AFTER I HAVE VOTED?
			A:			Yes. You may change your vote at any time before the voting concludes at our Annual Meeting. You may vote by proxy again on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to our Annual Meeting will be counted), by signing and returning a new proxy card with a later date or by attending our Annual Meeting via the Internet and voting at the meeting. However, your attendance at our Annual Meeting via the Internet will not automatically revoke your proxy unless you vote again at our Annual Meeting or specifically request in writing that your prior proxy be revoked.
16.			Q:			WHAT IS A “QUORUM”?
			A:			For the purposes of our Annual Meeting, a “quorum” is the presence, in person or by proxy, by the holders of a majority of the voting power of the outstanding shares entitled to vote at our Annual Meeting. There must be a quorum for our Annual Meeting to be held. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.
17.			Q:			WHAT IS THE VOTING REQUIREMENT FOR EACH PROPOSAL TO PASS?
			A:			Election of Directors. Each of the eight director nominees will be elected if each of them receives the affirmative vote of a majority of the votes cast. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. Abstentions and broker non-votes will have no effect on the outcome of these elections. Each director nominee has submitted a written resignation that will be effective if he or she does not receive a majority of the votes cast for such director and the resignation is accepted by the Nominating and Corporate Governance Committee, another authorized committee of the Board or the Board.   Ratification of the Appointment of our Independent Registered Public Accounting Firm. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions have the same effect as a vote against this proposal. Because brokers and other nominees have discretionary authority to vote on the ratification, we do not expect any broker non-votes in connection with this item.   Say-On-Pay Proposal. Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, requires the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Because your vote is advisory, it will not be binding on the Board, the Compensation and Leadership Resources Committee (the “Compensation Committee”) or us.

 

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2021 NOTICE OF MEETING AND PROXY STATEMENT

Questions and Answers (continued)

 

 

						However, the Board and the Compensation Committee will review the voting results and take them into consideration when making future decisions about our executive compensation program. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.
18.			Q:			WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
			A:			We will announce preliminary voting results at our Annual Meeting and publish voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days after our Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and the final voting results in an amendment to the Form 8-K as soon as they become available.
19.			Q:			IS MY VOTE CONFIDENTIAL?
			A:			Proxy cards, ballots and voting tabulations that identify individual stockholders are mailed or returned directly to Broadridge and handled in a manner that protects your voting privacy. Your vote will not be disclosed except as needed to permit Broadridge to tabulate and certify the vote and as required by law.
20.			Q:			HOW WILL VOTING ON ANY BUSINESS NOT DESCRIBED IN THIS PROXY STATEMENT BE CONDUCTED?
			A:			We do not know of any business to be considered at our Annual Meeting other than the items described in this proxy statement. If any other business is presented at our Annual Meeting, your proxy gives authority to each of Dr. Lisa T. Su, our President and Chief Executive Officer, and Harry Wolin, our Senior Vice President, General Counsel and Corporate Secretary, to vote on such matters at their discretion.
21.			Q:			WHEN ARE THE STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2022 ANNUAL MEETING DUE?
			A:			For stockholder proposals to be considered for inclusion in the proxy statement for our 2022 annual meeting of stockholders, they must be submitted in writing to Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary and received by us on or before December 1, 2021.   In addition, for directors to be nominated or other stockholder proposals to be properly presented at our 2022 annual meeting of stockholders (but not included in our proxy materials), a separate notice of any nomination or proposal must be received by us between January 19, 2022 and February 18, 2022. If our 2022 annual meeting of stockholders is not held within 30 days of May 19, 2022, to be timely, the stockholder’s notice must be received by us no later than the close of business on the tenth day following the earlier of the day on which the first public announcement of the date of the 2022 annual meeting of stockholders was made or the notice of our 2022 annual meeting of stockholders is mailed. The public announcement of an adjournment or postponement of our 2022 annual meeting of stockholders will not trigger a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this proxy statement.   Our bylaws also provide a proxy access right permitting certain of our stockholders who have beneficially owned 3% or more of our common stock continuously for at least three years to submit director nominations via our proxy materials for up to 20% of the directors then serving. Notice of proxy access director nominations for the 2022 annual meeting of stockholders must be delivered to our principal executive offices, at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, no earlier than November 1, 2021 and no later than the close of business on December 1, 2021. In addition, the notice must set forth the information required by our bylaws with respect to each proxy access director nomination that a stockholder intends to present at the 2022 annual meeting of stockholders.   More information about the notice period and information required to be included in a stockholder’s notice of a nomination and proxy access is included under “Consideration of Stockholder Nominees for Director” below.
22.			Q:			WHAT IS HOUSEHOLDING AND HOW DO I OBTAIN A SEPARATE SET OF PROXY MATERIALS IF I SHARE AN ADDRESS WITH OTHER STOCKHOLDERS?
			A:			We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, we will deliver only one copy of the Notice and, if applicable, our printed proxy materials to stockholders of record who share the same address (if they appear to be members of the same family)

 

ADVANCED MICRO DEVICES, INC.  |  2021 Proxy Statement		5

2021 NOTICE OF MEETING AND PROXY STATEMENT

Questions and Answers (continued)

 

 

						unless we have received contrary instructions from an affected stockholder. A separate proxy card for each stockholder of record will be included in the printed materials. This procedure reduces our printing costs, mailing costs and fees. Upon written or oral request, we will promptly deliver a separate copy of the Notice or, if applicable, the printed proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered.   To receive a separate copy of the Notice or Annual Report or, if applicable, the printed proxy materials, contact us at 1(408) 749-4000 or at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, or by email to Corporate.Secretary@amd.com. If you would like to revoke your householding consent or you are a stockholder eligible for householding and would like to participate in householding, please contact Broadridge at 1(800) 542-1061.

 

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2021 NOTICE OF MEETING AND PROXY STATEMENT

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements concerning Advanced Micro Devices, Inc. that involve risks, uncertainties and assumptions, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements are commonly identified by words such as “would,” “intends,” “believes,” “expects,” “may,” “will,” “should,” “seeks,” “plans,” “pro forma,” “estimates,” “anticipates,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. Investors are cautioned that the forward-looking statements in this proxy statement are based on current beliefs, assumptions and expectations, speak only as of the date of this proxy statement and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Investors are urged to review in detail the risks and uncertainties in our Securities and Exchange Commission filings, including but not limited to, our Annual Report on Form 10-K for the year ended December 26, 2020.

 

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2021 NOTICE OF MEETING AND PROXY STATEMENT

 

ITEM 1—ELECTION OF DIRECTORS

Our Board currently consists of eight members. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following eight nominees: Mr. John E. Caldwell, Ms. Nora M. Denzel, Mr. Mark Durcan, Mr. Michael P. Gregoire, Mr. Joseph A. Householder, Mr. John W. Marren, Dr. Lisa T. Su and Mr. Abhi Y. Talwalkar for election to the Board at the Annual Meeting. All directors are elected annually and serve a one-year term until our next annual meeting or until such director’s successor is appointed. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

The Board expects all nominees named below to be available for election. If a nominee declines or is unable to act as a director, your proxy may vote for any substitute nominee proposed by the Board. Your proxy will vote FOR the election of these nominees, unless you instruct otherwise. Directors are strongly encouraged to attend annual meetings of our stockholders. At the 2020 Annual Meeting of Stockholders, the directors in attendance were: Mr. Caldwell, Ms. Denzel, Mr. Durcan, Mr. Gregoire, Mr. Householder, Mr. Marren, Dr. Su and Mr. Talwalkar.

Director Experience, Skills and Qualifications

Our goal is to assemble a knowledgeable and highly-qualified Board that operates cohesively and works with management in a constructive way to deliver long-term value to our stockholders. We believe that the nominees set forth below, all of whom are currently directors of AMD, possess valuable experience necessary to guide us in the best interests of our stockholders. Our current Board consists of individuals with proven records of success in their chosen professions. They possess the highest integrity and a keen intellect. They are collegial, yet independent in their thinking, and are committed to the hard work necessary to be informed about the semiconductor industry, us and our key constituents, including our customers, stockholders and management. Most of our directors have broad technology sector experience, including expertise in semiconductor technology, innovation and strategy. Several members of the Board are current or former chief executive officers, thereby providing the Board with practical understanding of how large organizations operate, including the importance of employee development and retention. They also understand strategy and risk management and how these factors impact our operations.

Certain information regarding each of the nominees is set forth below, including his or her experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to conclude that the individual should serve as a director on the Board, as well as his or her principal occupation. Each nominee’s former directorships on public company boards during the past five years are included in a table set forth below—Former Directorships During the Last Five Years. The age of each director is as of our Annual Meeting.

 

8		ADVANCED MICRO DEVICES, INC.  |  2021 Proxy Statement

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Item 1—Election of Directors (continued)

 

 

John E. Caldwell Director since October 2006 and Chairman of the Board since May 2016 Age: 71 Board Committees: Nominating and Corporate Governance Committee (Chair) and Audit and Finance Committee

Mr. Caldwell served as President and Chief Executive Officer of SMTC Corporation (an electronics manufacturing services company) from March 2003 until he retired in March 2011. Before joining SMTC, Mr. Caldwell served as chair of the restructuring committee of the board of directors of The Mosaic Group (a marketing services provider) from October 2002 to September 2003, as President and Chief Executive Officer of GEAC Computer Corporation, Ltd. (a computer software company) from October 2000 to November 2001 and as President and Chief Executive Officer of CAE Inc. (a simulation technologies and integrated training solutions provider for the civil aviation and defense industries) from June 1993 to October 1999. In addition, Mr. Caldwell has served in a variety of senior executive positions in finance, including Senior Vice President of Finance and Corporate Affairs of CAE and Executive Vice President of Finance and Administration of Carling O’Keefe Breweries of Canada. Over the course of his career, Mr. Caldwell has served on the audit committees of ten public companies. Mr. Caldwell has been a director of Faro Technologies, Inc. since 2002. Mr. Caldwell holds a Bachelor of Commerce degree from Carleton University, Ontario, and is a chartered professional accountant with the Chartered Professional Accountants of Ontario. Mr. Caldwell is an author and lecturer on the subject of board oversight of enterprise risk.

Director Qualifications: Mr. Caldwell brings to the Board extensive and diversified general management, financial management and risk assessment experience as a result of his experience at SMTC, his other executive management experience and his service as a director on the boards of directors of other public companies.

 

Nora M. Denzel Director since March 2014 Age: 58 Board Committees: Compensation and Leadership Resources Committee (Chair), Innovation and Technology Committee and Nominating and Corporate Governance Committee

Ms. Denzel served as interim Chief Executive Officer of Outerwall Inc. (an automated retail solutions provider) from January to August 2015. Prior to Outerwall, Ms. Denzel held various executive management positions from February 2008 through August 2012 at Intuit Inc. (a cloud financial management software company), including Senior Vice President of Big Data, Social Design and Marketing and Senior Vice President and General Manager of the QuickBooks Employee Management business unit. From 2000 to 2006, Ms. Denzel held several executive level positions at HP Enterprise, formerly, Hewlett-Packard Company (a technology software, services and hardware provider), including Senior Vice President and General Manager, Software Global Business Unit from May 2002 to February 2006 and Vice President of Storage Organization from August 2000 to May 2002. Prior to HP Enterprise, Ms. Denzel held executive positions at Legato Systems Inc. (a data storage management software company purchased by EMC Corporation) and International Business Machines Corporation (IBM) (an information technology company). Ms. Denzel has been a member of the board of directors of Ericsson since March 2013, Talend S.A. since July 2017 and NortonLifelock since December 2019. She holds a Master of Business Administration degree from Santa Clara University and a Bachelor of Science degree in Computer Science from the State University of New York.

Director Qualifications: Ms. Denzel brings to the Board more than 25 years of experience in technology, software, data center and leadership as a result of her experience at Intuit, Hewlett-Packard and IBM and her experience on the boards of directors of other public companies.

 

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Item 1—Election of Directors (continued)

 

 

Mark Durcan Director since October 2017 Age: 60 Board Committees: Innovation and Technology Committee (Chair), Compensation and Leadership Resources Committee and Nominating and Corporate Governance Committee

Mr. Durcan served as an advisor of Micron Technology, Inc. (a memory and storage solutions company) from May 2017 to August 2017 and served as its Chief Executive Officer from February 2012 until his retirement in May 2017. During Mr. Durcan’s 32-year tenure at Micron Technology, he held a wide variety of senior leadership positions, including President and Chief Operating Officer from 2007 to 2012, Chief Operating Officer from 2006 to 2007, Chief Technical Officer from 1998 to 2006 and Vice President, Research and Development from 1996 to 1998. Mr. Durcan joined Micron Technology, in June 1984 as a Diffusion Engineer and held a series of increasingly responsible positions, including Process Integration Engineer, Process Integration Manager and Process Development Manager. Mr. Durcan holds approximately 100 U.S. patents and overseas patents. Mr. Durcan has been a member of the board of directors of AmerisourceBergen Corporation since 2015, Veoneer, Inc. since 2018, and the Supervisory Board at ASML Holding NV. since April 2020. He also serves as a director of St. Luke’s Medical System, a not-for-profit hospital and health care system, and as a member of the Rice University Board of Trustees. Mr. Durcan holds a Bachelor of Science degree in Chemical Engineering and a Master of Chemical Engineering degree from Rice University.

Director Qualifications: Mr. Durcan is a seasoned business executive with 32 years of experience in the semiconductor industry. He brings to the Board substantial experience as a chief executive officer and in the areas of executive leadership, strategic planning, finance and corporate governance.

 

Michael P. Gregoire Director since November 2019 Age: 55 Board Committees: Audit and Finance Committee and Nominating and Corporate Governance Committee

Mr. Gregoire is a founding partner at Brighton Park Capital (a growth equity private equity firm). Prior to Brighton Park Capital, Mr. Gregoire served as Chairman & CEO of CA Technologies (an enterprise software company) from January 2013 to November 2018. Mr. Gregoire served as President and CEO of Taleo Corporation (“Taleo”) (a cloud-based talent management software company) from March 2005 to April 2012. He also served as a member of the board of directors of Taleo from April 2005 to April 2012 and as chairman of the board from May 2009 to April 2012. In addition, Mr. Gregoire served as Executive Vice President at PeopleSoft, Inc. and Executive Director at Electronic Data Systems (EDS) and has been chair of the World Economic Forum’s IT Governors Steering Committee as well as a member of the Business Roundtable’s Information and Technology Committee. Mr. Gregoire also serves on the Executive Council of TechNet, an organization of CEOs that represents the technology industry in policy issues critical to American innovation and economic competitiveness. Mr. Gregoire has been a member of the board of directors of Smartsheet Inc. since December 2019. Mr. Gregoire holds a Bachelor of Science degree in Physics and Computing from Wilfrid Laurier University in Ontario, Canada, and a Master of Business Administration degree from California Coast University.

Director Qualifications: Mr. Gregoire is a seasoned business executive with experience as a chief executive officer and a strong financial management and fiscal background. Mr. Gregoire brings to the Board extensive experience in executive leadership and strategy in the technology industry.

 

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Item 1—Election of Directors (continued)

 

 

Joseph A. Householder Director since September 2014 Age: 65 Board Committees: Audit and Finance Committee (Chair) and Nominating and Corporate Governance Committee

Mr. Householder was the President and Chief Operating Officer of Sempra Energy (a worldwide provider of energy infrastructure and gas and electric utilities and a recognized leader in sustainability, diversity and inclusion) where he oversaw Sempra Energy’s regulated U.S. utilities and the Sempra North American Infrastructure Group from May 2018 until his retirement in January 2020. Previously from 2017 to 2018, Mr. Householder served as Sempra Energy’s Corporate Group President, Infrastructure Businesses overseeing the company’s operations in midstream, liquefied natural gas and renewable energy and Mexico. From 2011 to 2016, Mr. Householder was the Executive Vice President and Chief Financial Officer of Sempra Energy. He also served as Chief Accounting Officer of Sempra Energy from 2007 to 2012. From 2006 to 2011, Mr. Householder was Senior Vice President and Controller of Sempra Energy responsible for financial reporting, accounting and controls and tax functions for all Sempra Energy companies. Prior to this role, he served as Vice President of Corporate Tax and Chief Tax Counsel for Sempra Energy. Prior to joining Sempra Energy in 2001, Mr. Householder was a partner at PricewaterhouseCoopers in the firm’s national tax office. From 1986 to 1999, he served in a number of legal and financial roles at Unocal Corporation, including ultimately as Vice President of Corporate Development and Assistant Chief Financial Officer, where he was responsible for worldwide tax planning, financial reporting and forecasting and mergers and acquisitions. He holds a Bachelor of Science degree in Business Administration from the University of Southern California and a Juris Doctor degree from Loyola Law School.

Director Qualifications: Mr. Householder brings to the Board significant financial and operational expertise as a result of his chief financial officer experience at Sempra Energy, his experience as a partner of PricewaterhouseCoopers and his experience at Unocal Corporation.

 

John W. Marren Director since February 2017 Age: 58 Board Committees: Audit and Finance Committee and Nominating and Corporate Governance Committee

Mr. Marren has served as Senior Managing Director, North America of Temasek (a sovereign wealth fund of the government of Singapore) since November 2017. Prior to joining Temasek, Mr. Marren was a Senior Partner and the Head of Technology Investments of TPG Capital (a private equity investment company) from 2000 until his retirement in December 2015. From 1996 through 2000, Mr. Marren was a Managing Director at Morgan Stanley (a global financial services company), most recently as Co-Head of the Technology Investment Banking Group. From 1992 to 1996, he was a Managing Director and Senior Semiconductor Research Analyst at Alex Brown & Sons (an investment company). While at Morgan Stanley and Alex Brown & Sons, Mr. Marren was a frequent member of the Institutional Investor All-American Research Team, which recognizes the top research analysts on Wall Street. Prior to Alex Brown, Mr. Marren spent seven years in the semiconductor industry working for VLSI Technology and Vitesse Semiconductor. Mr. Marren has been a member of the board of directors of Poshmark, Inc. since July 2018. Mr. Marren currently serves on the board of directors of Impossible Foods Inc., a private company. He is a Trustee of the University of California, Santa Barbara, and he serves on the US Olympic and Paralympic Foundation Board. Mr. Marren holds a Bachelor of Science degree in Electrical Engineering from the University of California, Santa Barbara.

Director Qualifications: Mr. Marren brings to the Board extensive experience with financial management and technology as well as capital market expertise as a result of his prior work at TPG Capital and Morgan Stanley. Mr. Marren also provides the Board with valuable corporate governance insight from his past and present service on private and public company boards.

 

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Item 1—Election of Directors (continued)

 

 

Dr. Lisa T. Su Director since October 2014 Age: 51

Dr. Lisa T. Su is AMD’s President and Chief Executive Officer, a position she has held since October 2014, and serves on our Board of Directors. Previously, from July 2014 to October 2014, she was Chief Operating Officer responsible for AMD’s business units, sales, and global operations teams. Dr. Su joined AMD in January 2012 as Senior Vice President and General Manager, Global Business Units and was responsible for driving end-to-end business execution of AMD products and solutions. Prior to joining AMD, Dr. Su served as Senior Vice President and General Manager, Networking and Multimedia at Freescale Semiconductor, Inc. (a semiconductor manufacturing company), and was responsible for global strategy, marketing and engineering for the company’s embedded communications and applications processor business. Dr. Su joined Freescale in 2007 as Chief Technology Officer, where she led the company’s technology roadmap and research and development efforts.

Dr. Su spent the previous 13 years at IBM in various engineering and business leadership positions, including Vice President of the Semiconductor Research and Development Center responsible for the strategic direction of IBM’s silicon technologies, joint development alliances and semiconductor R&D operations. Prior to IBM, she was a member of the technical staff at Texas Instruments Incorporated from 1994 to 1995.

Dr. Su has a Bachelor of Science, Master of Science and Doctorate degrees in Electrical Engineering from the Massachusetts Institute of Technology (MIT). She has published more than 40 technical articles and was named a Fellow of the Institute of Electronics and Electrical Engineers in 2009. In 2017, Dr. Su was named one of the “World’s 50 Greatest Leaders” by Fortune Magazine and the “Top Ranked Semiconductor CEO” by Institutional Investor Magazine. In 2018, Dr. Su was elected to the National Academy of Engineering and received the Dr. Morris Chang Exemplary Leadership Award from the Global Semiconductor Alliance. In 2019, Dr. Su was named one of the World’s 50 Best CEOs by Barron’s, one of the “Most Powerful Women in Business” by Fortune Magazine and she was included in The Bloomberg 50 list of people who defined the year. In 2020, Fortune named Dr. Su #2 on its “Business Person of the Year” list, she was elected to the American Academy of Arts & Science, and she received the Semiconductor Industry Association’s highest honor, the Robert N. Noyce Award. Dr. Su has been a member of the board of Cisco Systems, Inc. since January 2020. She also serves on the board of directors for the Semiconductor Industry Association and the Global Semiconductor Alliance.

Director Qualifications: As our President and Chief Executive Officer, Dr. Su brings to the Board her expertise and proven leadership in the global semiconductor industry as well as valuable insight into our operations, management and culture, providing an essential link between the management and the Board on management’s perspectives.

 

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Item 1—Election of Directors (continued)

 

 

Abhi Y. Talwalkar Director since June 2017 Age: 57 Board Committees: Compensation and Leadership Resources Committee, Innovation and Technology Committee and Nominating and Corporate Governance Committee

Mr. Talwalkar was President and Chief Executive Officer of LSI Corporation (a semiconductor and software company) from May 2005 until the completion of LSI’s merger with Avago Technologies Limited in May 2014. From 1993 to 2005, Mr. Talwalkar held a number of senior management positions at Intel Corporation (a semiconductor company), including Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel’s corporate client, server, storage, and communications businesses, and Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and driving Intel business strategies for server computing. Prior to Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems (a multiprocessing computer systems design and manufacturer that later became a part of IBM). He also held positions at Bipolar Integrated Technology, Inc. (a VLSI bipolar semiconductor company) and Lattice Semiconductor Inc. (a service-driven developer of programmable design solutions). He has been a member of the board of directors of Lam Research Corporation since 2011, iRhythm Technologies since 2016 and TE Connectivity since 2017. Mr. Talwalkar was also a member of the board of directors of LSI Corporation from 2005 to 2014 and the Semiconductor Industry Association. Additionally, he was a member of the U.S. delegation for World Semiconductor Council proceedings. Mr. Talwalkar holds a Bachelor of Science degree in Electrical Engineering from Oregon State University.

Director Qualifications: Mr. Talwalkar brings to the Board extensive CEO experience and significant public company technology industry experience. He also provides the Board with valuable public board governance insight from his past and present board service.

Former Directorships in Public Companies in the Last Five Years

The table below sets forth the list of public companies on which our director nominees formerly served over the last five years including the name of the company and duration of service. Our director nominees do not currently serve on the boards of the companies listed below.

 

Director		Name of the Company		Term of Past  Directorship
John E. Caldwell		IAMGOLD Corporation		2006—2021
Mark Durcan		Micron Technology, Inc.		2012—2017
Michael P. Gregoire		CA Technologies		2013—2018
		Automatic Data Processing, Inc.		2014—2019
Joseph A. Householder		Infraestructura Energetica Nova, S.A.B. de C.V.		2013—2020
Lisa T. Su		Analog Devices Inc.		2012—2020

Consideration of Stockholder Nominees for Director

The policy of the Nominating and Corporate Governance Committee is to consider properly submitted stockholder nominations for candidates to serve on the Board. Pursuant to our bylaws, stockholders who wish to nominate persons for election to the Board at our 2022 annual meeting of stockholders must be a stockholder of record, both when they give us notice and at our 2022 annual meeting, must be entitled to vote at our 2022 annual meeting and must comply with the notice provisions in our bylaws. A stockholder’s notice must be delivered to our Corporate Secretary not less than 90 days nor more than 120 days before the anniversary date of the immediately preceding annual meeting. For our 2022 annual meeting of stockholders, the notice must be delivered between January 19, 2022 and February 18, 2022. However, if our 2022 annual meeting of stockholders is not held within 30 days of May 19, 2022, the stockholder’s notice must be delivered no later than the close of business on the tenth day following the earlier of the day on which the first public announcement of the date of our 2022 annual meeting was

 

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Item 1—Election of Directors (continued)

 

 

made or the day the notice of our 2022 annual meeting is mailed. The public announcement of an adjournment or postponement of our 2022 annual meeting of stockholders will not trigger a new time period (or extend any time period) for the giving of a stockholder notice as described in this proxy statement. Notwithstanding the foregoing, if the number of directors to be elected to the Board at an annual meeting is increased and we do not make a public announcement naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, the stockholder’s notice will be considered timely, but only with respect to nominees for any new positions created by the increase, if it is delivered to our Corporate Secretary not later than the close of business on the tenth day following the day on which we first make such public announcement. If necessary, the stockholder’s notice must be updated and supplemented as set forth in our bylaws. The stockholder’s notice must include the following information for the person making the nomination:

 

•

name, age, nationality, business and residence addresses;

 

•

principal occupation and employment;

 

•

the class and number of shares owned beneficially or of record;

 

•

any derivative, swap or other transaction which gives economic risk similar to ownership of shares;

 

•

any proxy, agreement, arrangement, understanding or relationship that confers a right to vote any shares;

 

•

any agreement, arrangement, understanding or relationship engaged in to increase or decrease the level of risk related to, or the voting power with respect to, our shares, or that provides the opportunity to profit from a decrease in price or value of shares;

 

•

any performance-related fees that the nominating person is entitled to, based on any increase or decrease in the value of any shares; and

 

•

any other information required by the SEC to be disclosed in a proxy statement.

The stockholder’s notice must also include the following information for each proposed director nominee:

 

•

financial or other material relationships between the nominating person and the nominee during the past three years;

 

•

the same information as for the nominating person (see above); and

 

•

all information required to be disclosed in a proxy statement in connection with election of directors.

The Chair of our Annual Meeting will determine if the procedures in the bylaws have been followed, and if not, declare that the nomination be disregarded. If the nomination was made in accordance with the procedures in our bylaws, the Nominating and Corporate Governance Committee will apply the same criteria in evaluating the nominee as it would any other Board nominee candidate and will recommend to the Board whether or not the stockholder nominee should be nominated by the Board and included in our proxy statement. These criteria are described below in the description of the Nominating and Corporate Governance Committee in the section entitled “Meetings and Committees of the Board of Directors—Board Committees.” The nominee must be willing to provide a written questionnaire, representation and agreement, if requested by us, and any other information reasonably requested by us in connection with our evaluation of the nominee’s independence.

In addition, our bylaws permit certain of our stockholders who have beneficially owned 3% or more of our outstanding common stock continuously for at least three years to submit nominations to be included in the our proxy materials for up to 20% of the total number of directors then serving. Notice of proxy access director nominations must be delivered to our principal executive offices, at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, no earlier than 150 days or no later than 120 days prior to the first anniversary of the date the proxy materials were released in connection with the preceding year’s annual meeting. For our 2022 annual meeting of stockholders, the notice must be delivered between November 1, 2021, and no later than the close of business on December 1, 2021. The nominating stockholder or group of stockholders that intend to present at the 2022 annual meeting of stockholders must submit the following for each proxy access director nominee and nominating stockholder or group of stockholders:

 

•

a Schedule 14N;

 

•

a written notice that includes the information required by the bylaws;

 

 

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Item 1—Election of Directors (continued)

 

 

•

an executed agreement by the nominating stockholder or group of stockholders certifying to items set forth in the bylaws; and

 

•

an executed agreement by the proxy access director nominee certifying to items set forth in the bylaws.

Communications with the Board or Non-Management Directors

Anyone who wishes to communicate with our Board or with non-management directors may send their communications in writing to Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary or send an email to Corporate.Secretary@amd.com. Our Corporate Secretary will forward all of these communications to our Chairman of the Board.

Required Vote

At our Annual Meeting, our directors will be elected using a majority vote standard with respect to uncontested elections, such as this election. This standard requires that each director receive the affirmative vote of a majority of the votes cast. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. Abstentions and broker non-votes will have no effect on the outcome of these director elections. Each director nominee has submitted a written resignation that will be effective if he or she does not receive a majority of the votes cast for such director and the resignation is accepted by the Nominating and Corporate Governance Committee, another authorized Board committee or the Board.

Recommendation of the Board Directors

The Board of Directors unanimously recommends that you vote FOR each of the director nominees. Unless you vote otherwise, your proxy will vote FOR the proposed nominees.

 

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CORPORATE GOVERNANCE

The Board has adopted the Governance Principles to address significant corporate governance matters. The Governance Principles provide a framework for our corporate governance matters and include topics such as Board and Board committee composition and evaluation. The Nominating and Corporate Governance Committee is responsible for reviewing the Governance Principles and recommending any changes to the Governance Principles to the Board.

Independence of Directors

The Governance Principles provide that a substantial majority of the members of the Board must meet the criteria for independence as required by applicable law and the listing rules of the Nasdaq Stock Market (“Nasdaq”). Among other criteria, no director qualifies as independent unless the Board determines that the director has no direct material relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. On an annual basis, the Board undertakes a review of director independence. The Board determined that all directors who served during fiscal 2020 and all of our director nominees, other than Dr. Su, are independent in accordance with SEC and Nasdaq rules.

In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between each director, or any member of his or her immediate family, and us or one of our subsidiaries or affiliates based on information provided by the director, our records and publicly available information. All of the reviewed transactions and arrangements were entered into in the ordinary course of business and none of the transactions or arrangements involved an amount that (i) exceeded the greater of 5% of the recipient entity’s revenues or $200,000 with respect to transactions where a director or any member of his or her immediate family or spouse served in any capacity other than as a director of a publicly held corporation or (ii) exceeded $10,000 with respect to professional or consulting services provided by entities at which our directors serve as professors or employees.

The Board determined that none of our directors currently has or has had any direct or indirect material interest in any transactions and arrangements that would interfere with their exercise of independent judgment as members of the Board. The Board also determined that each of the members of the Audit and Finance, Nominating and Corporate Governance and Compensation and Leadership Resources Committees are independent in accordance with SEC and Nasdaq rules.

Compensation Committee Interlocks and Insider Participation

During fiscal 2020, Ms. Denzel and Messrs. Durcan and Talwalkar served on the Compensation and Leadership Resources Committee (the “Compensation Committee”). None of the members of the Compensation Committee is or has been an executive officer or employee of AMD. In addition, none of our executive officers serves on the board of directors or compensation committee of a company which has an executive officer who serves on our Board or Compensation Committee.

Board Leadership Structure

The Governance Principles permit the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals, based on our needs, best practices and the interests of our stockholders. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon our needs and the Board’s assessment of its leadership from time to time. The Board has the experience of functioning effectively either way. The Board believes that its current leadership structure, with an independent Chairman of the Board, separate from the Chief Executive Officer, is the most appropriate leadership structure for the Company at this time, is in the best interests of the stockholders and allows the Board to fulfill its duties effectively and efficiently based on our current needs. Mr. Caldwell, who is independent in accordance with SEC and Nasdaq rules, is our Chairman of the Board. Mr. Caldwell presides at meetings of our stockholders and directors and leads the Board in fulfilling its responsibilities. The Board benefits from Mr. Caldwell’s extensive and diversified leadership experience, financial management and risk assessment experience. He also has strong public company board experience and has intimate familiarity with our history and business.

Separating the roles of the Chairman of the Board and Chief Executive Officer also enables the independent directors to more meaningfully participate in the leadership of the Board. The Board currently believes this structure provides an appropriate degree of oversight and allows Dr. Su, our President and Chief Executive Officer, to focus on our business strategy and market opportunities, as well as on our organizational structure and execution capabilities.

 

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Corporate Governance (continued)

 

 

Risk Oversight

The Board’s role in risk oversight is consistent with our leadership structure, with our Chief Executive Officer and other members of management having responsibility for day-to-day risk management activities and processes, and our Board and its committees being actively involved in overseeing our risk management. The Board and management consider “risk” for these purposes to be the possibility of an undesired occurrence that could threaten the viability of the company, result in a material destruction of our assets or stockholder value, or materially impact our long-term performance. Examples of the types of risks faced by us include:

 

•

business-specific risks related to our ability to develop new products and services, our strategic position in key existing and new markets, our operational execution and infrastructure, our relationships with our third-party manufacturing suppliers and competition in the microprocessor and graphics markets;

 

•

macroeconomic risks, such as adverse global economic conditions and global geo-political events; and

 

•

“event” risks, such as pandemics, natural disasters and cybersecurity threats.

During 2020, the Board and its committees also discussed with management strategies to address the impact of COVID-19 on employees and our business operations and practices, including taking measures to protect the health and safety of our employees and monitoring demand signals to assess supply chain requirements and product schedules and roadmaps.

We engage in value-creating strategies and activities that appropriately balances returns with risk. We mitigate potential exposures through our proactive risk management systems. Our senior management participates in the identification and assessment of the inherent risks that impact our business and develops processes and controls and other measures designed to mitigate those risks. Our Chief Executive Officer has ultimate responsibility for management of our business, including enterprise level risks and the risk management program and processes.

In fulfilling its oversight role, the Board focuses on understanding the nature of our enterprise risks, including risks in our operations, finance and strategy, organization, compliance and external exposures as well as the adequacy of our risk assessment and risk management processes. The Board has implemented a risk oversight model that delegates certain risks to its committees and retains other risks at the Board-level. The Board and committees periodically receive reports and updates from management. At least annually, the Board discusses with management the appropriate level of risk relative to our strategy and objectives and reviews with management our existing risk management processes and their effectiveness. The Board also receives periodic management updates on our operations, organization, financial position and results and strategy and, as appropriate, discusses and provides feedback with respect to risks related to these topics. In addition, the Board receives full reports from the following Board committee chairs regarding each committee’s considerations and actions related to the specific risk topics over which the committee has oversight:

 

•

The Audit and Finance Committee assists the Board in overseeing our enterprise risk management process, including the company’s financial and information technology (including product security and cybersecurity) risk exposures; reviews our portfolio of risk; discusses with management significant financial, reporting, regulatory and legal compliance risks in conjunction with enterprise risk exposures as well as risks associated with our capital structure; reviews our policies with respect to risk assessment and risk management and the actions management has taken to limit, monitor or control financial and enterprise risk exposure; business continuity; and emerging risks. The Audit and Finance Committee meets with members of our Internal Audit department to discuss any issues that warrant attention.

 

•

The Compensation Committee oversees risk management as it relates to our compensation policies and practices as well as talent management and development applicable to all employees . It reviews with management whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could be reasonably likely to have a material adverse effect on us. For additional details, see “Compensation Policies and Practices,” below. Additionally, the Compensation Committee oversees organizational risks, including leadership succession, talent capacity, capabilities, attraction, retention and culture.

 

•

The Nominating and Corporate Governance Committee considers potential risks related to the effectiveness of the Board, including succession planning for the Board, our overall governance and Board structure and matters related to environmental and social issues.

 

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2021 NOTICE OF MEETING AND PROXY STATEMENT

Corporate Governance (continued)

 

 

•

The Innovation and Technology Committee assists the Board in its oversight responsibilities relating to technical and market risks associated with product development and investment, sourcing strategy, as well as risk mitigation policies and procedures relating to products based on new technology or significant innovations to existing technology.

Code of Ethics

The Board has adopted a code of ethics that applies to all directors and employees entitled the “Worldwide Standards of Business Conduct,” which is designed to help directors and employees resolve ethical issues encountered in the business environment. The Worldwide Standards of Business Conduct covers topics such as conflicts of interest, compliance with laws (including anti-corruption laws), fair dealing, protecting our property and confidentiality of our information and encourages the reporting of any behavior not in accordance with the Worldwide Standards of Business Conduct.

The Board has also adopted a “Code of Ethics” for our executive officers and all other senior finance executives. The Code of Ethics covers topics such as financial reporting, conflicts of interest and compliance with laws, rules, regulations and our policies.

 

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The table below shows the current chairs and membership of the Board and each standing Board committee, the independence status of each Board member and the number of Board and Board committee meetings held during fiscal 2020.

 

Director		Board of   Directors		Audit and Finance Committee		Nominating  and Corporate Governance Committee		Compensation and  Leadership Resources Committee		Innovation and Technology Committee
John E. Caldwell		C		●		C
Nora M. Denzel		●				●		C		●
Mark Durcan		●				●		●		C
Michael P. Gregoire		●		●		●
Joseph A. Householder**		●		C		●
John W. Marren		●		●		●
Lisa T. Su*		●
Abhi Y. Talwalkar		●				●		●		●
Number of 2020 Meetings		15		9		4		6		4

 

 C Chair                ● Member                  * Non-Independent Director                ** Financial Expert

Board Meetings and Attendance

The Board held 15 meetings during 2020 and all members of the Board attended at least 75 percent of the meetings of the Board and Board committees on which they served. In addition, on at least an annual basis, the Board and management discuss our strategic direction, new business opportunities and product roadmap. Independent and non-management directors also meet regularly in scheduled executive sessions without our Chief Executive Officer and other members of senior management. In addition to these formal meetings, members of our Board informally interact with senior management (including our Chief Executive Officer), industry leaders and customers on a periodic basis. In 2020, sessions of only our non-employee directors were held five times.

Board Committees

The Board has four standing committees: an Audit and Finance Committee, a Nominating and Corporate Governance Committee, a Compensation and Leadership Resources Committee and an Innovation and Technology Committee. The members of the Board committees and their Chairs are nominated by the Nominating and Corporate Governance Committee and appointed by the Board.

Each of the Board committees has adopted a written charter, which has been approved by the Board. You can access our current bylaws, committee charters, the Governance Principles, the Worldwide Standards of Business Conduct and the Code of Ethics on the Investor Relations pages of our website at www.amd.com or ir.amd.com.

Audit and Finance Committee.    The Audit and Finance Committee assists the Board with its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and regulatory requirements, risk assessment, the performance of our internal audit function, our financial affairs and policies and the nature and structure of major financial commitments. The Audit and Finance Committee is also directly responsible for the appointment, independence, compensation, retention and oversight of the work of our independent registered public accounting firm, which reports directly to the Audit and Finance Committee. The Audit and Finance Committee meets alone with our senior management, our financial, legal and internal audit personnel and with our independent registered public accounting firm, which has free access to the Audit and Finance Committee. The head of our Internal Audit Department reports directly to the Chair of the Audit and Finance Committee and “dotted-line” to our Chief Financial Officer and serves a staff function for the Audit and Finance Committee. The Audit and Finance Committee currently consists of Mr. Householder, as Chair, and Messrs. Caldwell, Gregoire and Marren, each determined to be financially literate and “independent” under applicable SEC and Nasdaq rules. The Board also determined that Mr. Householder is an “audit committee financial expert,” as defined under applicable SEC rules. The Audit and Finance Committee held nine meetings during 2020.

 

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2021 NOTICE OF MEETING AND PROXY STATEMENT

Meetings and Committees of the Board of Directors (continued)

 

 

Nominating and Corporate Governance Committee.    The Nominating and Corporate Governance Committee assists the Board in its responsibilities regarding the identification of qualified candidates to become Board members, the selection of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected), the selection of candidates to fill any vacancies on the Board and the development and recommendation to the Board of corporate governance guidelines and principles, including the Governance Principles, as well as matters related to environmental and social issues (ESG), practices and reporting. In addition, the Nominating and Corporate Governance Committee oversees the Board’s annual review of its performance (including its composition and organization) and leads a process for our non-employee directors to evaluate the performance of our Chief Executive Officer. The Nominating and Corporate Governance Committee retains a search firm for the purpose of obtaining information regarding potential candidates for Board membership. The Nominating and Corporate Governance Committee currently consists of Mr. Caldwell, as Chair, Ms. Denzel and Messrs. Durcan, Gregoire, Householder, Marren and Talwalkar, each determined by the Board to be “independent” under applicable SEC and Nasdaq rules. The Nominating and Corporate Governance Committee held four meetings during 2020.

In evaluating candidates to determine if they are qualified to become Board members, the Nominating and Corporate Governance Committee looks principally for the following attributes: personal and professional character, integrity, ethics and values; diversity and inclusion; general business experience and leadership profile, including experience in corporate management, such as serving as an officer or former officer of a publicly held company; strategic planning abilities and experience; aptitude in accounting and finance; expertise in domestic and international markets; experience in our industry and with relevant social policy concerns; understanding of relevant technologies; expertise in an area of our operations; communication and interpersonal skills; and practical and mature business judgment. The Nominating and Corporate Governance Committee also considers Board members’ and nominees’ service on the boards of other public companies. In an effort to foster and maintain a diversity of viewpoints on the Board, the Nominating and Corporate Governance Committee will monitor the mix of skills and experience of Board members and assess potential candidates in the context of the current make-up of the Board and the needs of the Company. Further, other than when the Company is obligated by contract or otherwise, the initial list of candidates from which new management-supported Director nominees are chosen shall include qualified female and racially/ethnically diverse candidates. Any third-party consultant asked to furnish such a list of candidates will be instructed to include such candidates.

Compensation and Leadership Resources Committee.    The Compensation Committee assists the Board in its responsibilities relating to the compensation of all Section 16 officers, members of the Board and such other employees as delegated from time to time by the Board. In consultation with management, the Board and the Compensation Committee’s compensation consultant, the Compensation Committee designs, recommends to the Board for approval and evaluates our compensation plans, policies and programs. In addition, the Compensation Committee provides guidance on our talent management and development programs, including but not limited to those regarding talent acquisition, retention, talent development, succession planning, career progression, culture, diversity and inclusion. With respect to our Section 16 officers, the Compensation Committee reviews and approves all grants to the Board, our executive officers, senior vice presidents, and Section 16 officers under our equity plans. To the extent permitted by its charter, the Compensation Committee may delegate certain authority and certain responsibilities to one or more of its members, our officers or a subcommittee of the Compensation Committee. The Compensation Committee aims to structure our compensation program to encourage high performance, promote accountability and align employee interests with our strategic goals and with the interests of our stockholders. The Compensation Committee also oversees risk management as it relates to our compensation policies and practices for employees generally.

 

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Meetings and Committees of the Board of Directors (continued)

 

 

The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. During 2020, the Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm, as its independent compensation consultant to provide assistance on executive and director compensation matters. Compensia advised the Compensation Committee on a variety of compensation-related matters in 2020, including:

 

•

the competitiveness of our executive compensation program by providing market review of executive compensation, evaluating our compensation peer group composition and compensation at our compensation peer group companies;

 

•

the pay levels of our named executive officers by assessing and proposing equity and cash compensation guidelines for various executive job levels and assessing compensation levels for our executive officers;

 

•

our executive compensation program design, including short-term and long-term incentive plan design and pay mix, the framework for our long-term incentive awards and our retention strategies, and evaluation of our compensation recovery (i.e., “clawback”) policies; and

 

•

the compensation arrangements for the non-management members of our Board.

The Compensation Committee is supported in its work by members of our management team, including: (i) Dr. Su, our President and Chief Executive Officer; (ii) our Senior Vice President Worldwide Marketing, Human Resources and Investor Relations; (iii) our Senior Vice President and Chief Human Resources Officer; (iv) our Senior Vice President, General Counsel and Corporate Secretary; and (v) our Corporate Vice President, Compensation and Benefits. The Compensation Committee considers the input of these individuals to formulate the specific plan and award designs, including performance measures and performance levels, necessary to align our executive compensation program with our business objectives and strategies as well as strategies relating to talent management and development. These individuals did not attend either executive sessions or portions of any meetings of the Compensation Committee or our Board where their own compensation determinations were decided. Dr. Su does not participate in the determination of her own compensation.

The Compensation Committee currently consists of Ms. Denzel, as Chair, and Messrs. Durcan and Talwalkar, each determined to be “independent” under applicable SEC and Nasdaq rules. The Compensation Committee held six meetings during 2020.

Innovation and Technology Committee.    The Innovation and Technology Committee assists the Board in its oversight responsibilities regarding matters of innovation and technology. The Innovation and Technology Committee is responsible for reviewing, evaluating and making recommendations to the Board regarding our major technology plans, strategies and intellectual property, including our research and development activities, as well as the technical and market risks associated with product development and investment and protection of the company’s intellectual property; reviewing, evaluating and making recommendations regarding talent and skills of our workforce supporting our technology and research and development activities; monitoring the performance of our technology development in support of our overall business strategy; monitoring and evaluating existing and future trends in technology that may affect our strategic plans, including monitoring overall industry trends; and assessing our risk mitigation policies and procedures relating to products based on new technology or significant innovations to existing technology. The Innovation and Technology Committee currently consists of Mr. Durcan, as Chair, Ms. Denzel and Mr. Talwalker. The Innovation and Technology Committee held four meetings during 2020.

 

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2021 NOTICE OF MEETING AND PROXY STATEMENT

 

DIRECTORS’ COMPENSATION AND BENEFITS

Our directors play a critical role in guiding our strategic direction and overseeing our management. In order to compensate them for their substantial time commitment, we provide a mix of cash and equity-based compensation. While we reimburse our non-employee directors for expenses incurred in connection with their service on our Board, we do not provide perquisites, pension or retirement benefits to our non-employee directors.

2020 Non-Employee Director Compensation.  The table below summarizes the compensation paid to our non-employee directors for 2020. Dr. Su, who is an employee director, did not receive any additional compensation for her service as a director on the Board.

 

Name		Fees Earned or Paid in Cash(1) ($)				Stock Awards(2)(3) ($)				Total ($)
John E. Caldwell			152,500				311,232				463,732
Nora M. Denzel			140,000				207,488				347,488
Mark Durcan			140,000				207,488				347,488
Michael Gregoire			105,000				103,744				208,744
Joseph A. Householder			130,000				207,488				337,488
John W. Marren			105,000				207,488				312,488
Abhi Y. Talwalkar			125,000				207,488				332,488

 

(1)	Amounts represent annual retainers for service as directors, annual retainers for Board committee service and annual retainers for serving as Board committee chairs, where applicable. See “—Cash Fees Paid to Non-Employee Directors” below for additional information.

(2)

Amounts represent equity awards in the form of restricted stock unit (“RSU”) awards granted under our Outside Director Equity Compensation Policy. See “—Equity Awards for Non-Employee Directors” below for additional information. Amounts reflect the aggregate grant date fair value of the respective director’s RSU awards computed in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC Topic 718”). For a discussion of the assumptions made in the valuations reflected in this column, see Note 11 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K. The actual value that a director may realize from an RSU award is contingent upon our stock price and the satisfaction of the conditions to vesting of that award. Thus, there is no assurance that the value, if any, eventually realized by the director will correspond to the amounts shown.

The following table sets forth all RSUs granted to each non-employee director in 2020:

 

 

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Directors’ Compensation and Benefits (continued)

 

 

(3)

The following table sets forth the aggregate number of outstanding RSUs held by our non-employee directors as of December 26, 2020, our fiscal year end. None of our non-employee directors held any options as of December 26, 2020. Pursuant to our Outside Director Equity Compensation Policy, Ms. Denzel and Messrs. Caldwell, Durcan, Gregoire, Householder, Marren and Talwalkar have elected to defer the issuance of shares subject to RSU awards, respectively, until such time as the respective director ceases to serve on the Board. The deferred RSUs as of fiscal year end are included in the following table.

 

Determining Non-Employee Director Compensation.  The Compensation Committee annually reviews our non-employee directors’ compensation. Based on this review, the Compensation Committee recommends any changes to our non-employee directors’ compensation to the Board for approval. In addition, the Board and Compensation Committee periodically evaluate how our director pay levels and pay policies compare to the competitive market. In 2020, the Board and Compensation Committee reviewed competitive market data regarding non-employee directors’ pay relative to our peer group (as described in more detail in the “Compensation Discussion and Analysis” section) as well as the broader market which was compiled by Compensia, the independent compensation consultant of our Compensation Committee. While competitive market data is important to the evaluation of the directors’ compensation, such data is just one of several factors considered by the Board in approving director compensation, and the Board has discretion in determining the nature and extent of its use. In 2020, in addition to the competitive market data, the Board considered the amount of time associated with Board and Board committee services as well as annual share usage under our 2004 Equity Incentive Plan (as amended and restated, the “2004 Plan”) related to non-employee director compensation.

The Board continued the practice adopted in May 2014, to reallocate the mix of cash and equity compensation paid to our non-employee directors, with the goal of maintaining total average compensation per non-employee director at approximately the same level as had been previously paid and maintaining an affordable annual share usage. These changes are further described under “Cash Fees Paid to Non-Employee Directors” and “Equity Awards for Non-Employee Directors,” below.

Cash Fees Paid to Non-Employee Directors.  The cash fees our non-employee directors were eligible to receive in fiscal 2020 was composed of the following elements:

 

•

Annual retainer for services as a director;

 

•

Annual retainer for services on a Board committee; and

 

•

Annual retainer for services as a Board committee chair.

Annual Retainer for Service as Director.  Non-employee directors are paid an annual retainer for their service as directors. In 2020, other than our Chairman of the Board, the non-employee directors were paid an annual retainer of $75,000. The annual retainer for the Chairman of the Board for a full year of service is 1.5 times the amount of the other Board members annual retainer, or $112,500.

 

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Directors’ Compensation and Benefits (continued)

 

 

Annual Retainer for Service on Board Committees.  During 2020, the Board continued the practice of paying additional annual retainers set forth below for service on a Board committee. These retainers were unchanged in 2020 from 2019.

 

Audit and Finance Committee		$	20,000
Compensation Committee		$	20,000
Nominating and Corporate Governance Committee		$	10,000
Innovation and Technology Committee		$	20,000

Annual Retainer for Service as Board Committee Chair.  In addition, non-employee directors receive annual retainers for serving as a chair of a Board committee, which are set forth below. These retainers were unchanged in 2020 from 2019.

 

Audit and Finance Committee		$	25,000
Compensation Committee		$	15,000
Nominating and Corporate Governance Committee		$	10,000
Innovation and Technology Committee		$	15,000

Equity Awards for Non-Employee Directors.  In order to align the long-term interests of our directors with those of our stockholders, a portion of director compensation is provided in the form of equity. Non-employee directors participate in the 2004 Plan and are entitled to receive equity awards under our Outside Director Equity Compensation Policy, subject to the terms of the 2004 Plan. Non-employee directors are generally eligible to receive an annual RSU award (an “Annual RSU Award”) upon re-election at each annual meeting of stockholders, and, if a non-employee director is appointed to the Board on a date other than the date of an annual meeting of stockholders, such director is entitled to receive an initial RSU award on his or her appointment to the Board (an “Off-Cycle RSU Grant”).

Annual RSU Awards.  Under our current Outside Director Equity Compensation Policy, which was amended in February 2020, the Annual RSU Award for each non-employee director (other than the Chairman of the Board) who has served on the Board continuously prior to an annual meeting of stockholders is calculated based on the following formula, with no discretionary component: the quotient of (i) $205,000 (the “Target Equity Value”) divided by (ii) the average closing price of our common stock for the 30-trading day period preceding and ending with the date of the respective RSU grant. The Chairman of the Board’s Annual RSU Award is 1.5x the Target Equity Value.

In addition, under our current Outside Director Equity Compensation Policy, if a non-employee director has served on the Board for less than twelve months prior to an annual meeting of stockholders, such director’s Annual RSU Award is pro-rated based on the number of months of service before the respective annual meeting of stockholders. For purposes of the pro-rata calculation, service during any portion of a month counts as a full month of service.

Off-Cycle Grants.  Under our current Outside Director Equity Compensation Policy, an Off-Cycle Grant is equal to the quotient of (i) the Target Equity Value divided by (ii) the average closing price of our common stock for the 30-trading day period preceding and ending with the date of the respective RSU grant. The Annual RSU Awards and the Off-Cycle RSU Grants vest on the one-year anniversary of their grant dates.

In 2020, each of our directors received an Annual RSU Award under our current Outside Director Equity Compensation Policy.

Deferral.  Pursuant to our Outside Director Equity Compensation Policy, our non-employee directors may elect to defer the issuance of shares of our common stock that become issuable upon vesting of the RSUs granted pursuant to the 2004 Plan (and the recognition of taxable income associated with such RSUs) until such time as the director ceases to serve on our Board. A non-employee director can make this election by completing a Restricted Stock Unit Award Deferral Election Agreement before the scheduled date of an RSU grant. If a director makes this election, the issuance of the common stock subject to the RSUs may not be accelerated or changed once the Election Agreement is submitted to us. Any common stock deferred under our Outside Director Equity Compensation Policy is issued to the director, in one lump sum, within 30 days after his or her resignation from our Board.

 

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Directors’ Compensation and Benefits (continued)

 

 

Acceleration of Vesting.  Pursuant to our Outside Director Equity Compensation Policy, in the event of our change of control, all of our non-employee directors’ equity compensation awards will become fully vested. In addition, in the event of the termination of a non-employee director’s service to the Board as a result of death, disability or retirement, all of his or her equity compensation awards will become fully vested; provided that, such non-employee director served as a member of the Board for at least three years prior to the date of termination and satisfied our stock ownership guideline requirements during his or her service as a Board member.

Other Benefits for Non-Employee Directors.  We reimburse our directors for their travel and expenses in connection with attending Board meetings and Board-related activities, such as AMD site visits and sponsored events, as well as for continuing education programs.

Stock Ownership Guidelines.  Under our stock ownership guidelines, which were updated in August 2020, our non-employee directors are required to hold the lesser of (i) the number of shares equivalent to five times their then-current annual retainer divided by the average closing price of our common stock for the 30-day period immediately preceding and ending with the date of the annual meeting of stockholders or (ii) 30,000 shares (in the case of non-employee directors other than the Chairman of our Board) or 45,000 shares (in the case of the Chairman of the Board).

The stock ownership guidelines must be achieved by each non-employee director within the later of (i) August 2022 or (ii) the five-year anniversary of the respective director’s first election or appointment to the Board or first appointment as Chairman of the Board, as applicable.

Until the requirements of our stock ownership guidelines are achieved, each non-employee director is encouraged to retain at least 10% of the “net shares” (as defined below) obtained through our stock incentive plans. Shares counted toward the minimum stock ownership requirements include (i) shares of common stock owned outright by a director and his or her immediate family members who share the same household, whether held individually or jointly; (ii) restricted stock where the restrictions have lapsed; (iii) shares acquired upon stock option exercise; (iv) shares purchased in the open market; (v) restricted stock units where the restrictions have lapsed but the issuance of the shares to the director has been deferred at the election of the director pursuant to a Company policy, plan or written agreement; and (vi) shares held in trust. “Net shares” are the number of shares from the sale of stock options or the vesting of restricted stock or restricted stock units, less the number of shares the director sells to cover the exercise price of stock options and sells to pay taxes.

As of December 26, 2020, all of our non-employee directors were holding the required number of shares under our stock ownership guidelines or had time remaining to do so within the established compliance time frame.

 

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2021 NOTICE OF MEETING AND PROXY STATEMENT

 

PRINCIPAL STOCKHOLDERS

The following table shows each person or entity we know to be the beneficial owner of five percent or more of our common stock as of March 23, 2021.

 

Name and Address of Beneficial Owner		Number of Shares Beneficially Owned		Percent of Class(1)
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355		96,497,569 (sole dispositive power as to 91,167,493 shares; shared dispositive power as to 5,330,076 shares; sole voting power as to 0 shares; shared voting power as to 2,058,395 shares)		7.9%
BlackRock, Inc.(3) 55 East 52nd Street New York, New York 10022		83,446,416 (sole voting power as 73,113,712 shares; sole dispositive power as to all shares)		6.9%

 

(1)	Based on 1,214,607,613 shares of our common stock outstanding as of March 23, 2021.

(2)	Based on Amendment No. 9 of Schedule 13G filed with the SEC on February 10, 2021 by The Vanguard Group. The Vanguard Group and its subsidiaries are an investment adviser deemed to be the beneficial owner of 96,497,569 shares of our common stock.

(3)	This information is based on Amendment No. 5 of Schedule 13G filed with the SEC on February 5, 2021 by BlackRock, Inc. and includes 83,446,416 shares of common stock owned by BlackRock and its subsidiaries.

 

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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The table below shows the number of shares of our common stock beneficially owned as of March 23, 2021 by our current directors, our director nominees, our Named Executive Officers (as defined in “Compensation Discussion and Analysis” below) and all of our current directors and executive officers as a group. Except as otherwise indicated, each person has sole investment and voting power with respect to the shares shown as beneficially owned. Ownership information is based upon information provided by the individuals.

 

Name		Amount and Nature of Beneficial Ownership(1)(2)				Percent of Class(3)
Lisa T. Su			5,546,997				*
John E. Caldwell			472,834				*
Nora M. Denzel			143,762				*
Mark Durcan			42,683				*
Michael P. Gregoire			6,783				*
Joseph A. Householder			214,233				*
John W. Marren			47,845				*
Abhi Y. Talwalkar			44,040				*
Devinder Kumar			1,037,118				*
Rick Bergman			87,962				*
Darren Grasby			76,042				*
Mark D. Papermaster			2,122,665				*
All current directors and executive officers as a group (14 persons)			11,995,197				1.0%

 

*	Less than one percent

(1)	Some of the individuals may share voting power with their spouses with respect to the listed shares.

(2)

Includes beneficial ownership of the following number of shares of our common stock that are issuable upon exercise of stock options that are exercisable by May 22, 2021 (within 60 days of March 23, 2021) and upon vesting of RSUs that are scheduled to vest by May 22, 2021. Also includes beneficial ownership of the following number of shares of our common stock issuable upon the vesting of RSUs that vested as of March 23, 2021 or for which the issuance of shares of our common stock upon vesting was deferred by the director (the “Deferred RSU Shares”) pursuant to our Outside Director Equity Compensation Policy until such director ceases to serve on the Board:

 

Name		Options # (6)					RSU Shares # (4)					Deferred RSU Shares # (5)
Lisa T. Su				2,914,145					—					—
John E. Caldwell				—					—					398,162
Nora M. Denzel				—					3,994					55,208
Mark Durcan				—					—					42,683
Michael P. Gregoire				—					—					6,783
Joseph A. Householder				—					3,994					210,239
John W. Marren				—					—					47,845
Abhi Y. Talwalkar				—					—					28,739
Devinder Kumar				562,105					—					—
Rick Bergman				16,071					—					—
Darren Grasby				31,931					—					—
Mark D. Papermaster				912,870					—					—
All current directors and executive officers as a group (14 persons)				5,017,889					7,988					789,659

 

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2021 NOTICE OF MEETING AND PROXY STATEMENT

Security Ownership of Directors and Executive Officers (continued)

 

 

(3)

Based on 1,214,607,613 shares of our common stock outstanding as of March 23, 2021. Also, each individual’s calculation includes shares of our common stock that are issuable upon exercise of stock options held by that individual that are exercisable by May 22, 2021 and upon vesting of RSUs held by that individual that will vest by May 22, 2021 and Deferred RSU Shares, ignoring the withholding of shares of common stock to cover applicable taxes. These shares, however, were not deemed to be outstanding for the purpose of computing the percentage ownership of any other individual.

(4)	Each individual’s calculation includes shares of our common stock that are issuable upon vesting of RSUs held by that individual that will vest by May 22, 2021, ignoring the withholding of shares of common stock to cover applicable taxes.

(5)	Shares deferred as of March 23, 2021.

(6)

Each individual’s calculation includes shares of our common stock that are issuable upon exercise of stock options held by that individual that are exercisable by May 22, 2021, ignoring the withholding of shares of common stock to cover applicable taxes. These shares, however, were not deemed to be outstanding for the purpose of computing the percentage ownership of any other individual.

 

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following sets forth biographical information regarding our executive officers as of March 23, 2021. Biographical information about Dr. Su, who is both a director and an executive officer, may be found above under “Information About AMD’s Board of Directors”. The age of each executive officer is as of our Annual Meeting.

 

Devinder Kumar Executive Vice President, Chief Financial Officer and Treasurer Age: 65

Mr. Kumar is our Executive Vice President, Chief Financial Officer and Treasurer. Mr. Kumar is responsible for the company’s global finance organization and oversees financial management of the company as well as global corporate services and facilities.

Since joining AMD in 1984, Mr. Kumar has progressed through leadership positions in corporate accounting and corporate finance, including serving 10 years as the regional finance director in Asia. From 2001 to 2012, Mr. Kumar served as Corporate Controller. He was appointed Chief Financial Officer in January 2013 and his role was expanded to include Treasurer in April 2015.

Mr. Kumar has served as a member of the board of directors of Ciena Corporation (a networking systems, services and software company) since August 2019.

Mr. Kumar holds a Bachelor of Science degree in Ecology from the University of Malaya, Malaysia, a Master of Science degree in Biology from the University of California, Santa Barbara and an MBA in Finance from the University of California, Los Angeles.

 

Rick Bergman Executive Vice President, Computing and Graphics Business Group Age: 57

Mr. Bergman is our Executive Vice President of Computing and Graphics. Mr. Bergman is responsible for the company’s graphics and semi-custom businesses as well as combining AMD’s high-performance CPUs, GPUs and software to create differentiated solutions. Mr. Bergman brings over 30 years of industry experience including significant business leadership experience.

Previously, Mr. Bergman was president and CEO for Synaptics, a leading developer of human interface solutions including touch, display, IoT and biometrics solutions, from October 2011 to March 2019. Prior to that, he served in a series of senior executive positions at AMD, where he was Senior Vice President and General Manager of AMD’s Product Group from May 2009 to September 2011, and Senior Vice President and General Manager of AMD’s Graphics Product Group from October 2006 to May 2009. During his time at AMD, Mr. Bergman was responsible for delivering microprocessors and graphics chips to our customers across server, client, embedded and game consoles, and for driving the technology that put a graphics chip and processor on a single piece of silicon. Until AMD acquired ATI Technologies Inc. in 2006, Mr. Bergman was Senior Vice President and General Manager of ATI Technologies’ PC Group.

Additionally, he has held senior management positions at S3 Graphics, Texas Instruments and IBM and was a board member of Maxwell Technologies from 2015 until it was acquired by Tesla in May 2019.

Mr. Bergman holds a Bachelor of Science degree in Electrical Engineering from the University of Michigan and a Master of Science degree in Business Administration from the University of Colorado’s Executive MBA program.

 

Darren Grasby Executive Vice President and Chief Sales Officer, President EMEA Age: 51

Mr. Grasby is our Executive Vice President, Chief Sales Officer and President of AMD EMEA. In this role, he is responsible for leading the global sales organization for our product lines, including computing, graphics, datacenter and embedded products. Since Mr. Grasby joined AMD in 2007, he has held several leadership roles focused on sales and marketing, including serving as Senior Vice President of Global Computing and Graphics Sales from July 2018 to January 2019. In that role, Mr. Grasby led teams responsible for successfully driving adoption of AMD Ryzen™, AMD Radeon™ and AMD EPYC™ processors globally. Prior to that, Mr. Grasby was our President EMEA and Global Channel

 

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Information About Our Executive Officers (continued)

 

 

Sales from October 2015 to July 2018 and Corporate Vice President, Global Sales and General Manager EMEA from November 2014 to October 2015. He was our Corporate Vice President and General Manager EMEA from August 2007 to November 2014. Mr. Grasby has nearly three decades of high-tech industry expertise focused on PCs, graphics and peripheral product sales. Before joining AMD, Mr. Grasby created and ran several very successful companies, including businesses focused on computer manufacturing, supply chain management, global distribution, and creation and development of graphics brands like ATI.

 

Forrest E. Norrod Senior Vice President and General Manager, Datacenter and Embedded Solutions Business Group Age: 55

Mr. Norrod is our Senior Vice President and General Manager of the Datacenter and Embedded Solutions Business Group. In this role, he is responsible for managing all aspects of strategy, business management, engineering and sales for AMD data center and embedded products. Mr. Norrod joined AMD in November 2014. Mr. Norrod has more than 25 years of technology industry experience across a number of engineering and business management roles at both the chip and system level.

Mr. Norrod was Vice President and General Manager of Dell Inc.’s server business from December 2009 to October 2014, driving the business to market share leadership in several key geographies and markets while delivering consistent revenue and profitability growth. In his role as Vice President and General Manager of Dell’s Data Center Solutions, Mr. Norrod successfully led the creation of the company’s first internal startup, which established Dell’s leadership presence in the hyper-scale datacenter market. He joined Dell as CTO of Client Products in August 2000, then led the company’s Enterprise Engineering before ultimately having responsibility for all of Dell’s global engineering teams. Prior to Dell, Mr. Norrod worked at Cyrix Corp from 1993 to 1997 and National Semiconductor from 1997 to 2000 leading the integrated x86 CPU businesses.

Mr. Norrod holds Bachelor of Science and Master of Science degrees in Electrical Engineering from Virginia Tech and holds 11 US patents in computer architecture, graphics and system design. He served on the board of directors of Intersil Corporation from October 2014 until it was acquired in February 2017.

 

Mark D. Papermaster Chief Technology Officer and Executive Vice President, Technology and Engineering Age: 59

Mr. Papermaster is our Chief Technology Officer and Executive Vice President, Technology and Engineering and is responsible for corporate technical direction, product development, including system-on-chip (SOC) methodology, microprocessor design, I/O and memory and advanced research. He led the re-design of engineering processes at AMD and the development of the award-winning “Zen” high-performance x86 CPU family, high-performance GPUs and our modular design approach, Infinity Fabric. Mr. Papermaster also oversees Information Technology that delivers our compute infrastructure and services. His more than 35 years of engineering experience includes significant leadership roles managing the development of a wide range of products from microprocessors to mobile devices and high-performance servers.

Before joining AMD in October 2011 as our Chief Technology Officer and Senior Vice President, Mr. Papermaster was the leader of Cisco Systems, Inc.’s Silicon Engineering Group, the organization responsible for silicon strategy, architecture, and development for the company’s switching and routing businesses.

In prior roles, Mr. Papermaster served as Apple, Inc.’s Senior Vice President of Devices Hardware Engineering, where he was responsible for iPod and iPhone hardware development. He also held a number of senior leadership positions at IBM overseeing development of the company’s key microprocessor and server technologies.

Mr. Papermaster holds a Bachelor of Science degree from the University of Texas at Austin and a Master of Science degree from the University of Vermont, both in Electrical Engineering. He is a long-term member of the University of Texas Cockrell School of Engineering Advisory Board, Olin College Presidents Council and the Juvenile Diabetes Research Foundation. Most recently, he was appointed to the CTO Forum Advisory Board and IEEE Industry Advisory Board.

 

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Information About Our Executive Officers (continued)

 

 

Harry A. Wolin Senior Vice President, General Counsel and Corporate Secretary Age: 59

Mr. Wolin is our Senior Vice President, General Counsel and Corporate Secretary. In this role, Mr. Wolin has responsibility for our worldwide legal matters, global trade compliance, corporate investigations and public affairs, including government relations, community affairs and corporate responsibility. Prior to becoming General Counsel in 2003, Mr. Wolin was our Vice President, Intellectual Property. Before joining us in 2000, Mr. Wolin spent 12 years at Motorola, Inc. (now known as Motorola Solutions, Inc., a provider of technologies, products and services that enable a broad range of mobile, wireline, digital communication, information and entertainment experiences), where his last role was Vice President and Director of Legal Affairs for the Semiconductor Products Sector.

Mr. Wolin served as a member of the board of directors of GLOBALFOUNDRIES Inc. from February 2011 through March 2012. Mr. Wolin received the 2008 Magna Stella award for innovative management from the Texas General Counsel Forum. He is a member of the State Bars of Arizona and Texas and is registered to practice before the United States Patent and Trademark Office. Mr. Wolin holds a Bachelor of Science degree in Chemistry from the University of Arizona and a Juris Doctor degree from Arizona State University.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

We believe that during fiscal 2020, our directors, Section 16 officers or beneficial owners of more than 10% of our common stock complied with all Section 16(a) filing requirements. In making the above statement, we have relied solely upon a review of information provided to us and upon the written representations of our directors and Section 16 officers.

 

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 26, 2020 with respect to shares of our common stock that may be issued under our existing equity compensation plans. Our 2004 Plan and our 2017 Employee Stock Purchase Plan (the “2017 ESPP”), each of which was approved by our stockholders, are our only equity incentive plans available for the grant of new equity awards. Outstanding options and any full value awards are not transferable for consideration.

 

		Fiscal Year Ended December 26, 2020
		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights					Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights					Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column)
Equity compensation plans approved by stockholders				22,647,424	(1)				—					96,815,237	(4)
Options				7,459,694	(2)			$	12.91					—
Awards—RSUs and PRSUs				15,187,730	(3)				—					—
Equity compensation plans not approved by stockholders				—					—					—
Options				—					—					—
Awards—RSUs and PRSUs				—					—					—
Total				22,647,424										96,815,237

 

(1)	Includes shares of our common stock issuable from performance-based restricted stock units (“PRSUs”), in each case representing the number of shares that could be earned assuming target achievement of the applicable performance conditions.

(2)	As of December 26, 2020, the aggregate weighted-average remaining contractual life of our outstanding stock options was 2.92 years with an aggregate weighted-average exercise price of $12.91.

(3)	Includes 12,489,992 RSU awards and 2,697,738 PRSU awards, based on target shares granted.

(4)	Includes 40,122,701 shares available for issuance under our 2017 ESPP, of which up to a maximum of 679,701 shares may be purchased in the current purchase period which runs until May 9, 2021 under the 2017 ESPP, based on stock price as of December 24, 2020, the last trading day for 2020.

 

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation and Leadership Resources Committee of our Board (the “Compensation Committee”) oversees, among other things, the development and administration of our executive compensation program. This “Compensation Discussion and Analysis” describes our executive compensation philosophy and objectives, provides an overview of our executive compensation program and reviews compensation decisions for the following executive officers (our “Named Executive Officers”) for the 2020 fiscal year:

 

Name		Title
Lisa Su		President and Chief Executive Officer
Devinder Kumar(1)		Executive Vice President, Chief Financial Officer and Treasurer
Rick Bergman		Executive Vice President, Computing and Graphics Business Group
Darren Grasby(2)		Executive Vice President and Chief Sales Officer
Mark Papermaster		Chief Technology Officer and Executive Vice President, Technology and Engineering

 

(1)	Mr. Kumar was promoted to Executive Vice President, Chief Financial Officer and Treasurer effective January 4, 2021. Prior to that promotion, Mr. Kumar served as our Senior Vice President, Chief Financial Officer and Treasurer.

(2)	Mr. Grasby was promoted to Executive Vice President and Chief Sales Officer effective January 4, 2021. Prior to that promotion, Mr. Grasby served as our Senior Vice President and Chief Sales Officer.

Executive Summary

2020 Business Highlights

2020 marked an inflection point in our long-term journey as we made significant progress establishing AMD as the high-performance computing leader, while setting a new record for annual revenue. We significantly accelerated our business and exceeded our aggressive growth goals for the year while navigating industry-wide challenges caused by COVID-19. We built substantial momentum throughout the year as we successfully ramped volume production of more than twenty 7nm PC, gaming, and data center products.

We made great progress across our businesses in 2020 as we gained market share with our 7nm Ryzen™ and EPYC™ processors. For the year, record annual client processor revenue grew by more than 50 percent as AMD Ryzen processor demand increased. Adoption of EPYC processors across cloud, enterprise and HPC customers also accelerated significantly in 2020. We set a new all-time record for annual server processor revenue. Server processor sales more than doubled year-over-year, and our overall data center sales are now a high teens percentage of our total annual revenue. Strong demand for our 7nm products powered by our “Zen 3” processor core increased AMD’ momentum across the PC, Gaming and data center markets

Our financial results in fiscal 2020 compared to fiscal 2019 were strong as we delivered record annual revenue, higher gross margins, and a significant growth in profitability. In 2020, we grew revenue by 45% year-over-year to $9.76 billion and increased our gross margin to 45% compared to 43% in the prior year, which marked our highest gross margin since 2011. We increased our operating income to $1.37 billion compared to $631 million for fiscal 2019 and improved our net income to $2.49 billion, including a $1.30 billion income tax benefit associated with a valuation allowance release, compared to $341 million in the prior year. We also made significant progress strengthening our balance sheet as our cash, cash equivalents and short-term investments totaled $2.29 billion, up from $1.50 billion in the prior year.

 

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Compensation Discussion and Analysis (continued)

 

 

Driven by superior operational and financial performance, we were the seventh highest performing stock in the S&P 500 with annual growth of 100%, following growth of 143% in 2019 and 80% in 2018. From the end of fiscal 2015 to the end of fiscal 2020, our market capitalization appreciated, generating approximately $109 billion in value for our stockholders. The following graphic compares the change in our market capitalization to the change in the S&P 500 and the Philadelphia Semiconductor Sector Index (“SOX”) from the end of fiscal 2015 through the end of fiscal 2020:

 

 

2020 Executive Compensation Program – Highlights

We operate in a challenging, highly competitive and rapidly evolving global business environment. To compete effectively in this environment, our Compensation Committee has implemented an executive compensation program that is designed to: emphasize “pay for performance”; advance our business strategies and objectives; drive the creation of long-term sustainable stockholder value; and attract, retain and motivate high-caliber senior leadership. Accordingly, our 2020 executive compensation program:

 

•

Provides our Named Executive Officers with target total direct compensation that is competitive with the market;

 

•

Rewards our Named Executive Officers for superior financial and operational results through our Executive Incentive Plan (our “EIP”), a short-term cash incentive program that puts a substantial component of pay at risk, with payouts tied to achievement of carefully selected and calibrated financial performance objectives and strategic milestones; and

 

•

Aligns our Named Executive Officers’ interests with those of our stockholders through long-term equity-based awards, including performance-based restricted stock units (“PRSUs”) tied to above-market stock price performance.

Consistent with the forgoing, the compensation payable to our Named Executive Officers for 2020 was primarily driven by achievement of the financial performance objectives and strategic milestones under our EIP and our stock price performance.

 

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Compensation Discussion and Analysis (continued)

 

 

2020 Executive Compensation Program – Emphasis on “Pay for Performance”

As the tables below illustrate, the target total direct compensation (defined below) delivered to our Named Executive Officers in 2020 was weighted heavily towards performance-based compensation:

 

•

Approximately 94% of our Chief Executive Officer’s target total direct compensation and approximately 86% of the average target total direct compensation of our other Named Executive Officers was delivered in the form of variable or “at risk” compensation tied to Company, individual, or stock price performance;

 

•

Long-term equity awards (the ultimate value of which depend on our stock price) continued to be the largest element of compensation, representing approximately 83% of our Chief Executive Officer’s target total direct compensation and approximately 72% of the average target total direct compensation of our other Named Executive Officers; and

 

•

100% of the target annual incentive bonuses payable to our Named Executive Officers was tied to the achievement of pre-established financial goals for the 2020 fiscal year that align with our annual operating plan and strategic milestones.

 

 

 

As used herein, a Named Executive Officer’s “target total direct compensation” is the sum of his or her base salary, target annual incentive bonus opportunity under our EIP and the aggregate intended target value of long-term equity awards granted under our 2004 Plan in the 2020 fiscal year. The aggregate intended target values of our long-term equity awards, excluding the non-recurring retention equity award for Mr. Grasby (see “Retention Equity Award – Darren Grasby” below), differ from the accounting values (grant date fair value) that are included in the “2020 Summary Compensation Table” and “Grants of Plan-Based Awards in 2020” table below on pages 57 and 62).

2020 Realized Pay Driven by Financial and Operational Results and Stock Price Performance

The total compensation of our Named Executive Officers, as reported in the 2020 Summary Compensation Table, reflects the accounting values (grant date fair value) of their annual long-term equity awards and not the economic value actually realized by our Named Executive Officers from these awards. Since a significant portion of the reported compensation of our Named Executive Officers represents potential future compensation, we believe it is useful to supplement the information provided in the 2020 Summary Compensation Table with a discussion of the pay our Named Executive Officers actually realized during the fiscal year.

 

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Compensation Discussion and Analysis (continued)

 

 

The table below compares our market capitalization to the “realized pay” of our Chief Executive Officer and the average “realized pay” of our other Named Executive Officers for each of our last three fiscal years. As this table demonstrates, the compensation collectively “realized” by our Named Executive Officers in the aggregate from the end of fiscal 2018 to the end of fiscal 2020 represented 0.28% of the $101.2 billion in value created for our stockholders during that same period.

 

 

 

(1)

Each Named Executive Officer’s “realized pay” is the sum of his or her earned base salary, actual annual incentive bonus under the EIP, any discretionary or retention bonus amounts realized, other compensation, and Form W-2 income realized due to stock option exercises and the vesting of restricted stock unit and performance-based awards under our equity plans for the applicable fiscal year. Additional information is provided below in the “2020 Summary Compensation Table” on page 57 and the “Option Exercises and Stock Vested in 2020” table on page 63. Realized pay is not a substitute for total compensation. For more information on total compensation as calculated under SEC rules, see the notes accompanying the 2020 Summary Compensation Table below.

(2)	The fiscal 2018 average of the Other Named Executive Officers exclude Messrs. Bergman and Grasby, who were not Named Executive Officers during those years. The fiscal 2019 average of the Other Named Executive Officers excludes Mr. Bergman, who joined us on August 5, 2019.

(3)	The AMD Market Capitalization amounts are as of the last day of each applicable fiscal year.

The realized pay of our Named Executive Officers in 2020 was primarily attributable to (i) the growth in AMD stock price and the vesting of long-term equity awards and exercise of stock options that were granted in prior years, (ii) payout vs. target amounts for PRSUs and (iii) their annual incentive bonuses under the EIP. The EIP payout in 2020 was 142% of target compared to 74.6% of target in 2019 and 86% of target in 2018, resulting in an average payout under the EIP for the previous three fiscal years of 100.9% of target. For a discussion of the EIP, see “2020 Compensation Elements—Annual Incentive Bonuses” below.

Response to 2020 “Say On Pay” Vote and Stockholder Engagement Process

The Compensation Committee seeks to align the objectives of our executive compensation program with the interests of our stockholders. When evaluating our executive compensation program, the Compensation Committee carefully considers both the results of our annual advisory resolution on the compensation of our Named Executive Officers (the “say on pay” proposal) as well as direct feedback from our stockholders, with whom we actively and directly engage throughout the fiscal year. After three years of consistently strong (90%+) stockholder support, our “say on pay” resolution received 66.9% (70.2% as calculated by Institutional Shareholder Services) support at our 2020 annual meeting of stockholders. We believe this was primarily due to the multi-year PRSU awards granted to Dr. Su and Mr. Papermaster in 2019 (the “Value Creation Equity Awards”), which were intended to be one-time awards. However, as a result, during 2020 we further intensified our stockholder engagement regarding executive compensation and other corporate governance matters.

 

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Compensation Discussion and Analysis (continued)

 

 

Our relationship with our stockholders is an important part of our company’s success and we have a long tradition of engaging with our stockholders and obtaining their perspectives. During 2020, our integrated outreach team led by our Investor Relations group and executive compensation team, met to discuss a wide variety of issues with investors. We believe that our approach to engaging openly with our investors on topics such as financial issues, corporate governance, diversity and inclusion, executive compensation, and corporate responsibility drives increased corporate accountability, improves decision-making, and ultimately creates long-term value. We are committed to:

 

•

Accountability.  Maintain leading corporate governance practices to ensure good oversight, accountability, and good decision-making.

 

•

Engagement.  Proactively engage with stockholders and stakeholder groups in dialogue on a range of topics to solicit feedback and identify emerging trends and issues to inform our thinking and approach.

 

•

Transparency.  Maintain high levels of transparency on a range of financial and environmental, social and governance (ESG) matters to build trust and sustain two-way stakeholder dialogue that supports our business strategy and success.

In addition to our regular engagements, we held a series of meetings every year with many of our institutional stockholders focused on compensation practices, COVID-19, environmental, social and governance disclosures and diversity and inclusion, among other topics. We pursue multiple avenues for stockholder engagement, including in-person and virtual meetings with our stockholders, participating at various conferences (including virtual engagement in 2020), and issuing periodic reports on our activities. Through these activities, we discuss and receive input, provide additional information, and address questions on our corporate strategy, executive compensation programs, corporate governance, and other topics of interest to our stockholders, such as our corporate responsibility activities and diversity and inclusion discussed above. These engagement efforts with our stockholders allow us to better understand our stockholders’ priorities and perspectives, and provide us with useful input concerning our corporate strategy and our compensation and ESG practices. We actively engage with our stockholders on a year-round basis and remain active outside of proxy season. Feedback from these engagements is provided to the Board who in turn decides whether enhancements to our company’s policies and practices are required to meet stockholder expectations relating to current or new issues or emerging trends. These engagements can also affect positive change at the Company which saw AMD adopting the “Rooney Rule” for Board recruitment and the public availability of our EEO-1 filings.

In 2020, we engaged with over 60% of our total shares outstanding and our Directors personally engaged with nearly 30% of our total shares outstanding.

Stockholder Engagement Feedback

In summary, stockholder feedback centered on the following themes:

Board Composition:

 

•

We provide substantial disclosure around the composition of our current Board and the skill sets we consider important for our directors to have as well as our process for identifying and evaluating potential director candidates.

 

•

Annually, we look at and assess the composition of our Board across a broad range of criteria including, but not limited to industry and geographic experience, skills, education, and diversity.

 

•

Based on stockholder feedback, we amended our Principles of Corporate Governance confirming that the initial list of candidates from which new management-supported director candidates are chosen will include qualified female and racially/ethnically diverse candidates, unless obligated by contract or otherwise.

Environmental, Social and Corporate Governance Disclosures:

 

•

Our Board maintains formal oversight responsibility for our focus on corporate responsibility. Our Nominating and Corporate Governance Committee is primarily responsible for these matters with additional ESG matters reviewed by other committees (e.g., the Compensation Committee is responsible for oversight of human capital issues and the Audit Committee is responsible for oversight of our corporate ethics and compliance program).

 

 

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Compensation Discussion and Analysis (continued)

 

 

•

Based on stockholder feedback, this year we have disclosed more information about ESG. Additionally, our 25th anniversary Corporate Citizenship Report published in 2020 highlighted our progress across various sustainability metrics.

 

•

In 2020, we completed multi-year sustainability goals spanning energy efficiency in products, greenhouse gas reductions in our operations, and “best-in-class” greenhouse gas, water and waste management with our wafer foundry suppliers. For instance, we exceeded our award-winning AMD 25x20 energy Efficiency goal that demonstrated a 31.7x more typical-use, energy efficiency in our processors for mobile devices since 2014 (more information is available at AMD.com/25x20).

 

•

We also surveyed and interviewed external and internal stakeholders to gather ESG feedback, priorities, and opportunities that are of importance and material to the company and society. We are currently assessing the feedback and expect to further develop our strategic ESG focus areas and goals this year. We continue to be focused on strategic ESG issues such as product energy efficiency and climate, human capital management, supply chain responsibility, and the role of technology in society. We disclose hundreds of related data points in our ESG data tables and Global Reporting Index (GRI), including environmental data on energy, emissions, water and waste; employee-related data on gender, age, well-being and community; supplier responsibility data on assessments, trainings and audits; and more.

Executive Compensation:

 

•

In the aggregate, feedback received during these discussions continued to be supportive of our executive compensation program and our compensation program design, and we received feedback that AMD has a well-functioning incentive program which appropriately rewards strong long-term performance.

 

•

Some stockholders expressed concern with the Value Creation Equity Awards granted to Dr. Su and Mr. Papermaster. As we explained in our definitive proxy statement for our 2020 annual meeting of stockholders and reiterated in many of our conversations with our stockholders, the Value Creation Equity Awards were intended to be one-time awards that the Compensation Committee and the non-management members of our Board approved following their review and consideration of (i) Dr. Su’s and Mr. Papermaster’s unique and significant contributions to our success (ii) our long-term objectives and strategy, (iii) the potential incentive and retention value of Dr. Su’s and Mr. Papermaster’s then-outstanding equity holdings, and (iv) the highly competitive marketplace for executive talent. Under their leadership, AMD has performed exceptionally well from an operational, financial and stockholder return perspective. Since Dr. Su’s promotion to Chief Executive Officer in 2014, AMD has created over $109 billion in market capitalization for our stockholders. The Compensation Committee and non-management members of our Board determined the Value Creation Equity Awards were in the best interests of AMD and its stockholders by promoting the retention and further motivation of Dr. Su and Mr. Papermaster, whose continued focus and dedication is vitally important to our continued growth and long-term success.

 

•

We shared stockholder feedback with the Compensation Committee, which considers both the results of our say-on-pay vote as well as direct feedback from stockholders to align the objectives of our executive compensation program with the interests of our stockholders. As we evaluated our compensation practices for 2020, the Compensation Committee considered the strong support we received from our stockholders for the overall design of our executive compensation program during our 2020 engagement as well as in the past.

 

•

Based on stockholder feedback and considering the unique circumstances of our 2019 program, the Compensation Committee decided to retain the overall program design, which they believe emphasizes pay-for-performance and provides a competitive program that effectively retains and motivates our Named Executive Officers while aligning with stockholder value creation. Based on stockholder feedback, no Value Creation Equity Awards were granted in 2020.

 

•

Despite the challenging external landscape due to the COVID-19 pandemic that impacted our business operations and practices as well as the global economy at large, the Compensation Committee did not make any mid-year adjustments to the fiscal 2020 EIP performance targets.

 

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Compensation Discussion and Analysis (continued)

 

 

Diversity and Inclusion:

 

•

We shared our commitment to diversity and inclusion and outlined our vision for stockholders this year. Our Diversity, Belonging and Inclusion (“DB&I”) vision is that: Transforming lives through high performance computing is enabled by attracting, acquiring, developing, and advancing our aim to have the most engaged, diverse and inclusive workforce in the semiconductor industry. Our goal is to grow and expand our global team to include as many unique, underrepresented, and minority voices as possible to fuel our differentiated culture, enable great products and deliver strong business results while also advocating for diversity and inclusion across our ecosystem.

 

•

We believe diversity, belonging and inclusion creates better companies and increases stockholder returns.

 

•

Cultivating the best and brightest semiconductor talent across the globe strengthens our high-performance culture and solidifies our place as an industry leader for years to come.

 

•

Our DB&I strategy is an extension of our existing talent strategy and winning culture, as younger generations view purposeful DB&I action as a work culture imperative, not just a “nice to have”.

 

•

In line with stockholder feedback, we developed our 3-year diversity and inclusion strategy in 2020 to set measurable goals to determine success in the coming years in primary focus areas of Women, People of Color, Employee Community and professional development.

 

•

Based on stockholder feedback over the last year, we are publishing our EEO-1 reports annually on our website, adopting the “Rooney Rule” for board recruitment and adding a DB&I goal to our EIP strategic milestones for 2021.

Pandemic-Related Business Continuity:

 

•

AMD worked diligently to navigate the uncertainty of COVID-19. We continuously monitored and assessed the situation to take the necessary steps to maintain business continuity while protecting the health and safety of our employees, customers and communities. We remain committed to being a strong and dependable partner.

 

•

AMD possesses a world-class global supply chain. Over the last five years we have established a track record of excellence in execution and we are well-positioned today to continue to execute well through these unprecedented times. As the COVID-19 pandemic evolved, we made adjustments and mitigated the impact on our global operations. We have stayed very close to our partners, customers and employees to make sure we are doing all that we can to support the evolving environment and their priorities.

 

•

We are proud that people are working safely and productively remotely on AMD-powered laptops, using services running on AMD-powered servers, and searching for medical breakthroughs on AMD-powered supercomputers. We don’t take this responsibility lightly.

 

•

We provided technology and home office stipends for employees as they eased into remote work and provided PPE and testing globally. We continue to keep the health and safety of our employees, and those of our partners, as the top priority. We are following guidelines from local government and public health authorities around the world and implementing best practices to keep our operations running effectively.

 

•

Stockholder feedback was that AMD’s actions and rapid and decisive response to COVID-19 was world class and thorough.

Our commitment to corporate responsibility and sustainability—built on a strong foundation of transparency, governance, and ethics—creates value for AMD and our stockholders by helping us mitigate risks, reduce costs, build brand value and identify new market opportunities. Through our technology, we enable others to solve some of the world’s toughest problems—from climate change and energy efficiency, to medical advancements and positive societal change. We are proud of the results we have achieved to date—but as we look toward the next decade we know that even greater leadership will be required in the area of ESG.

A foundational element of our approach to corporate responsibility is our commitment to transparency, and we regularly evaluate the effectiveness of our reporting on our ESG reporting continue to strive to keep pace with reporting advancements in this area including in our most recent Corporate Responsibility Report.

 

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Compensation Discussion and Analysis (continued)

 

 

The Board recommends that stockholders initiate communications with the Board, the Chairman, or any Board committee by writing to our Corporate Secretary at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054 or by email to Corporate.Secretary@amd.com. This process assists the Board in reviewing and responding to stockholder communications. The Board has instructed our Corporate Secretary to review correspondence directed to the Board and, at the Corporate Secretary’s discretion, to forward items that seem to be appropriate for the Board’s consideration.

Executive Compensation Policies and Practices

We implement sound executive compensation policies and practices, which we believe drive superior performance and prohibit or minimize behaviors that we believe do not serve our stockholders’ long-term interests, as highlighted in the below table:

 

Policy/Practice		Summary
Claw-back/Recovery Rights		We have the right to claw-back incentive-based and other compensation (including equity awards) paid or granted to an employee (including any Named Executive Officer) in the event of certain misconduct by the employee.
One-year minimum vesting period for equity awards		Our 2004 Plan requires a minimum one-year vesting period, subject to limited exceptions such as death, disability, termination of employment or a change in control of AMD.
Change in control payments are “double-trigger” and capped		Our change in control agreements are “double-trigger”, meaning payments will be made only if there is an involuntary termination of employment without cause or constructive discharge following a change in control. Further, since March 2010 we have not and will not enter into change in control agreements that provide cash change in control payments that exceed (i) two times the sum of base salary and target annual incentive bonus plus (ii) the pro-rated target annual incentive bonus for the year in which the termination of employment occurs.
No new excise tax gross-ups		Since April 2009, we have not and will not enter into any change in control agreement or arrangement with a Named Executive Officer that provides for an excise tax gross-up payment.
Limited perquisites		We provide limited perquisites or other personal benefits to our Named Executive Officers and provide air and other travel for our Named Executive Officers for business purposes only.
Anti-hedging and pledging policy		We prohibit our employees (including our Named Executive Officers and Directors) from hedging AMD securities. Pledging of AMD securities is not permitted without the preapproval of the Nominating and Governance Committee of our Board which is only granted in very limited circumstances. None of our Named Executive Officers or Directors currently have pledged any shares.
Incentive compensation amounts are subject to payment thresholds and maximums		Our annual cash performance bonuses and 2020 annual PRSU awards have threshold performance requirements that must be achieved to receive payment and are subject to maximum potential payment “caps.”
Stock ownership requirements		We have robust stock ownership requirements for our Chief Executive Officer and other Named Executive Officers.
Compensation risk assessment		The Compensation Committee conducts an annual risk assessment of our compensation policies and practices to ensure that our programs are not reasonably likely to have a material adverse effect on us.

 

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Talent Management Focus

Developing, motivating, retaining, and attracting talent is critical to guide and execute our strategy as well as to continue to grow our business. This is a strong focus of our executive compensation program and the Compensation Committee. Our executive compensation program aligns with our talent objectives and our compensation decisions not only consider individual and company performance, but also long-term potential, key retention needs and organizational succession plans.

One of the Compensation Committee’s responsibilities described in its charter is to regularly review succession planning and talent development. The Compensation Committee at least annually reviews succession plans for the Chief Executive Officer and other senior executive positions. These reviews occur with input from the Chief Executive Officer and our Senior Vice President, Worldwide Marketing, Human Resources and Investor Relations and our Senior Vice President and Chief Human Resources Officer. The Compensation Committee also reviews succession plans in executive session, with no members of management present. Succession planning for key executive roles consists of an assessment of internal candidates and their development plans, as well as potential external talent, while factoring in our culture and an emphasis on diversity and inclusion.

We believe that building a diverse talent pipeline, encouraging a culture of respect and belonging, and increasing inclusion of unique and underrepresented voices makes AMD stronger. We are focused on hiring and developing under-represented minorities and women leaders. We are proud to be led by a highly regarded Chief Executive Officer who has earned many esteemed awards for her business and technical prowess. In 2020, Dr. Su received the semiconductor industry’s highest honor as the 2020 recipient of the Robert N. Noyce Award. Dr. Su also ranked #2 on Fortune’s Businessperson of the Year list for her strategic vision and successful company turnaround.

Compensation Philosophy and Objectives

Pay for Performance

Our executive compensation program philosophy centers on pay for performance and is guided by the following primary principles:

 

Principle		Description
Business Driven		Compensation should be aligned to performance. Rewards should be directly tied to the achievement of specific financial, operational and strategic objectives that generally lead to increased and sustained stockholder value.
Performance Differentiated		Compensation should be structured to create an effective link between pay and performance at both the company and individual level. With improved company performance and increases in company valuation and stock price, our compensation programs should deliver higher rewards to our Named Executive Officers.
Market Competitive		Compensation should be competitive to attract, retain and motivate high-caliber senior leadership.
Ownership Oriented		Compensation should be fully aligned with stockholder interests by delivering meaningful equity awards tied to and balanced with stockholder value creation and by maintaining robust stock ownership requirements.

We continually assess and adjust our executive compensation program, policies and practices taking into account these guiding principles and based on feedback obtained through our stockholder engagement efforts.

Competitive Compensation

We operate in a highly competitive business environment; therefore, it is imperative that we recruit and retain top leadership and industry experts to guide and execute our business strategy. This requires that we offer competitive compensation. Accordingly, the Compensation Committee seeks to compensate our Named Executive Officers at competitive levels with compensation for executives in similar positions at a group of peer companies (set

 

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forth below), which the Compensation Committee believes reflects the current competitive market for executive talent. In making its compensation decisions, the Compensation Committee also considers a number of other factors, including the scope of responsibility of each Named Executive Officer, internal pay comparisons and the retention value of each Named Executive Officer’s unvested long-term equity award holdings, as well as its assessment of each Named Executive Officer’s performance and expected future contributions and impact on the organization.

Generally, the Compensation Committee seeks to position each Named Executive Officer’s target total direct compensation between the 50^th and 75^th percentile of the competitive market (the “Target Positioning”). A Named Executive Officer’s target total direct compensation may vary from the Target Positioning depending on the other factors. The compensation realized by a Named Executive Officer will reach the Target Positioning only if applicable performance targets are achieved and our stock price matches index performance and does not decline. However, if performance targets are exceeded and our Total Stockholder Return (TSR) surpasses the benchmark index, then the compensation realized by the Named Executive Officer could be substantially greater than the Target Positioning. For 2020, the actual total target direct compensation was generally consistent with our Target Positioning and the realized compensation was higher because of Company and stock price performance.

Align Pay Practices with Sound Risk Management

The Compensation Committee seeks to structure our executive compensation program to motivate and reward our Named Executive Officers for appropriately balancing opportunity and risk, such as investment in key initiatives designed to advance our growth in existing and new markets while at the same time avoiding pay practices that encourage excessive risk-taking.

The Compensation Committee believes that our executive compensation program fosters our objectives while mitigating potentially excessive risk-taking through the following means:

 

Sound Risk Management
✓		Compensation is an appropriate balance of “fixed” pay versus “variable” pay, as well as “short-term” versus “long-term” incentives
✓		Performance-based compensation opportunities are capped
✓		Our annual incentive plans include multiple Company-wide financial measures that are quantitative and measurable
✓		Long-term equity awards are a balanced mix of time-based and performance-based vesting, both spanning multiple years
✓		Long-term equity awards generally have a minimum vesting period of one year
✓		Compensation is subject to recoupment (“claw-back”) policies and provisions
✓		Our Named Executive Officers are subject to stock ownership requirements

How We Make Compensation Decisions

Role of the Compensation Committee and our Board

The Compensation Committee is responsible to our Board for developing and overseeing our executive compensation and benefits policies and programs. The Compensation Committee, which consists of three independent directors, is responsible for reviewing our executive compensation program annually to evaluate its alignment with the strategies and needs of our business, market trends and the interests of our stockholders. The Compensation Committee is responsible for formulating compensation recommendations to the non-management members of our Board regarding our Chief Executive Officer’s compensation and for approving the compensation of our other Named Executive Officers. This includes:

 

•

reviewing and approving the performance goals and objectives that relate to performance-based compensation awarded under the EIP and the 2004 Plan;

 

•

conducting an annual compensation risk assessment to evaluate our compensation policies and practices;

 

•

evaluating the competitiveness of each Named Executive Officer’s total compensation package; and

 

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•

reviewing and approving any changes to a Named Executive Officer’s total compensation package, such as base salary, annual incentive bonus opportunities, annual long-term incentive award opportunities, and payouts and retention programs.

The Compensation Committee is supported by our Chief Executive Officer (other than with respect to her own compensation) and other members of management. The Compensation Committee considers the input of these individuals to formulate the specific plan and award designs, including performance measures and performance levels, necessary to align our executive compensation program with our business objectives and strategies. These individuals did not attend either executive sessions or portions of any meetings of the Compensation Committee or our Board where their own compensation determinations were made.

The non-management members of our Board annually conduct a performance assessment of our Chief Executive Officer. The Compensation Committee reviews and considers this performance assessment in making its recommendations to the non-management members of our Board regarding the compensation and other terms of our Chief Executive Officer’s employment. Our Chief Executive Officer does not participate in the determination of her own compensation and no management recommendation is made regarding her compensation.

Role of Compensation Consultant

The Compensation Committee has the authority to engage independent advisors to assist in carrying out its responsibilities. During 2020, the Compensation Committee retained Compensia, a national compensation consulting firm, as its compensation consultant to provide assistance on executive and director compensation matters. Compensia advised the Compensation Committee on a variety of compensation-related matters, including:

 

•

the competitiveness of our executive compensation program by providing a market review of executive compensation, evaluating our compensation peer group composition and analyzing the compensation at our compensation peer group companies;

 

•

the pay levels of our Named Executive Officers by assessing and advising on equity and cash compensation guidelines for various executive job levels and assessing compensation levels for our executive officers;

 

•

our executive compensation program design, including short-term and long-term incentive plan design and pay mix, the framework for our long-term equity awards and our retention strategies, evaluation of our stock ownership guidelines, and assessment of severance and change of control arrangements; and

 

•

the compensation arrangements for the non-management members of our Board.

Conflict of Interest Assessment for Compensation Consultant

The Compensation Committee recognizes the importance of receiving objective advice from its compensation consultant and conducts an annual conflicts of interest assessment of its compensation consultant. In 2020, Compensia did not provide any services to or receive any payments from us, except in its capacity as a consultant to the Compensation Committee. In March 2021, the Compensation Committee considered whether the services provided by Compensia raised any conflicts of interest pursuant to the rules of the SEC and the listing rules of Nasdaq and concluded that the work performed by Compensia did not raise any conflicts of interest.

In the course of its engagement, Compensia attended meetings of the Compensation Committee and, where applicable, presented its findings and recommendations for discussion. Compensia also consulted frequently with members of the Compensation Committee and met with members of senior management to obtain and validate market data, review materials, and discuss management’s compensation recommendations.

Role of the Chief Executive Officer

Generally, during the Compensation Committee’s annual review of executive compensation, our Chief Executive Officer reviews with the Compensation Committee her performance evaluations of each of our other Named Executive Officers and her compensation recommendations for those Named Executive Officers. The Compensation Committee considers these recommendations in its decision process.

Competitive Pay Analysis

Each year, the Compensation Committee reviews the compensation decisions of a custom group of peer companies in combination with industry-specific compensation survey data to develop an understanding of the

 

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“competitive market” with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluates how our pay practices and our Named Executive Officers’ compensation levels compared to the competitive market. As part of this evaluation, the Compensation Committee also reviews the performance measures and related performance target levels generally used within the competitive market to reward performance. The Compensation Committee believes that it appropriately sets the compensation of our Named Executive Officers, while taking into account the practices of our peers and industry best practices.

Methodology Used to Perform the Competitive Pay Analysis

To assist the Compensation Committee in its review of the 2020 compensation for our Named Executive Officers, Compensia provided a competitive pay analysis in February 2020, which set forth compensation data developed from publicly available information (as of November 2019) of the companies included in a custom peer group (the “2020 Executive Compensation Peer Group”). In May 2020, Compensia provided the Compensation Committee an update to this competitive pay analysis that reflected, in relevant part, (a) AMD and peer stock price and financial data as of April 17, 2020 and (b) the February 25, 2020 retention equity award to Mr. Grasby.

To develop the 2020 Executive Compensation Peer Group, the Compensation Committee reviewed the group of companies comprising the then-existing compensation peer group in November 2019, with particular reference to their industry (i.e., business segment), revenues (generally 50% to 200% of our revenues for the trailing four fiscal quarters) and market capitalization (generally 30% to 300% of our market capitalization), in each case based on publicly available information as of November 4, 2019. The Compensation Committee selected these two metrics because, based on Compensia’s analysis and holding all other factors constant, revenue has the greatest correlation to cash compensation levels and market capitalization has the greatest influence on equity compensation levels.

Based on this review, the Compensation Committee removed ON Semiconductor Corp. because its market capitalization was less than 30% of our market capitalization, and Symantec Corporation because it was undergoing major business changes and completed the sale of its enterprise security assets on November 4, 2019. Also based on this review, and in order to improve the statistical sampling of the peer group, the Compensation Committee added Micron Technology, Inc. and Qualcomm Inc., each of which fit within the applicable criteria for industry and market capitalization. Although Micron Technology, Inc. and Qualcomm Inc. each have revenues that exceed 200% of our revenues for the trailing four fiscal quarters, the Compensation Committee determined it was appropriate to include them in our 2020 Executive Compensation Peer Group given the limited alternatives. Our revenues for the trailing four fiscal quarters ending December 28, 2019, would have placed us in approximately the 38^th percentile of the 2020 Executive Compensation Peer Group based on publicly available information. The Compensation Committee believes that the composition of the 2020 Executive Compensation Peer Group reflects an appropriate set of comparator companies for purposes of assessing our executive compensation program.

The Compensation Committee used the 2020 Executive Compensation Peer Group competitive pay analysis developed by Compensia as its reference source in analyzing the competitiveness of our Named Executive Officers’ compensation. As compared to the 2020 Executive Compensation Peer Group, AMD’s fiscal 2020 and fiscal 2019 annual revenue was approximately $9.76 billion and $6.73 billion, respectively.

 

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The companies comprising the 2020 Executive Compensation Peer Group are as follows:

 

Company Name(1)		Revenue ($MM)
Qualcomm Inc.		$25,258
Micron Technology, Inc.		$23,406
Broadcom Inc.		$22,265
Applied Materials, Inc.		$15,161
Texas Instruments Incorporated		$14,750
NVIDIA Corporation		$10,185
Seagate Technology plc		$9,977
L3Harris Technologies, Inc.(2)		$9,690
VMware, Inc.		$9,496
Lam Research Corporation		$9,489
Motorola Solutions, Inc.		$7,765
Analog Devices, Inc.		$6,060
NetApp, Inc.		$5,908
Microchip Technology Incorporated		$5,460
KLA-Tencor Corporation		$4,889
Juniper Networks, Inc.		$4,418
Skyworks Solutions, Inc.		$3,558
Xilinx, Inc.(3)		$3,311
Marvell Technology Group Ltd.		$2,915

 

(1)

Table includes source data compiled by Compensia from publicly available financial reports. Revenue data was obtained per S&P Capital IQ as of November 4, 2019 (in connection with the Compensation Committee’s November 2019 selection and approval of the 2020 Executive Compensation Peer Group), and are for the four most recent fiscal quarters ended before November 4, 2019, for which the information was publicly available.

(2)

L3Harris Technologies, Inc. revenues do not reflect the full impact of the merger between L3 Technologies, Inc. and Harris Corporation, which took effect on July 1, 2019. Before the combination, L3 Technologies, Inc. and Harris Corporation had revenues of approximately $10.2 billion and $6.2 billion, respectively, based on data provided by Compensia.

(3)	On October 27, 2020, we entered into a definitive agreement with Xilinx, Inc., pursuant to which we will acquire Xilinx, Inc., subject to approval by our and Xilinx, Inc.’s shareholders, certain regulatory approvals and other customary closing conditions.

 

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2020 Compensation Elements

The principal elements of our 2020 executive compensation program, their objectives, and the factors influencing the amount ultimately provided to our Named Executive Officers, are as follows:

 

Element				Description		Objective		Factors Influencing Amount
Base Salary				Fixed compensation delivered in cash; reviewed annually and adjusted if appropriate		Provides base amount of market competitive pay		Experience, market data, individual role and responsibilities, and individual performance
Annual Cash Performance  Bonus (EIP Awards)				Variable cash compensation based on performance against annual financial goals (weighted 80%) and strategic milestones (weighted 20%), subject to Compensation Committee discretion to increase or decrease the amount of the bonus		Motivates and rewards achievement of key financial results for the year		Target annual cash performance bonus opportunity determined annually based on performance relative to financial goals and strategic milestones, individual role and responsibilities, and individual performance; payout based on Company and individual performance
Long-Term  Incentive  Plan Awards    (LTI Awards)		Performance- Based Restricted Stock Units (PRSUs)		Variable compensation with payout in shares based on (i) stock price performance (absolute and relative to the performance of the S&P 500 Index) over a three-year performance period, and (ii) AMD’s non-GAAP EPS growth from 2020 through 2022		Directly aligns interests of executives with long-term stockholder value creation by linking potential payouts to relative and absolute stock price performance and promotes retention		Intended target value of all LTI Awards is based on market data and individual role and responsibilities; generally, a minimum one-year vesting requirement for all LTI Awards
		Stock Options		Variable compensation based on increase in stock price from date of grant, subject to exercise of the stock option and time-based vesting; awards vest over three years and have seven-year term		Directly aligns interests of executives with long-term stockholder value creation and provides upside potential over a seven-year option term and promotes retention
		Restricted Stock Units (RSUs)		Variable compensation with payout in shares subject to time-based vesting; awards vest over three years		Directly aligns interests of executives with long-term stockholder value creation and promotes retention

 

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Other elements of our 2020 executive compensation program, including the retention equity award to Mr. Grasby in February 2020, our deferred compensation plan, health, welfare and other personal benefits, and post-employment compensation arrangements are described below.

Base Salaries

The annual base salaries of our Named Executive Officers as of the beginning and end of 2020 are set forth in the table below. After considering the competitive market data from our 2020 Executive Compensation Peer Group in February 2020, the Compensation Committee made no changes to the base salaries of our Named Executive Officers.

 

Named Executive Officer		Base Salary as of   December 26,   2020					Base Salary as of   December 28,   2019					Percentage   Increase
Lisa Su				$1,055,000					$1,055,000					N/A
Devinder Kumar				$580,000					$580,000					N/A
Rick Bergman				$600,000					$600,000					N/A
Darren Grasby(1)				$555,960					$555,960					N/A
Mark Papermaster				$625,000					$625,000					N/A

 

(1)	Mr. Grasby’s base salary of £410,000 was converted from British pounds to U.S. dollars using an exchange rate of 1.356 U.S. dollars per 1.00 British pound, which was the exchange rate reported by Bloomberg Financial as of December 26, 2020.

Annual Cash Performance Bonuses

Generally, short-term incentives in the form of an annual cash performance bonus are provided to our Named Executive Officers under the EIP. These bonuses are designed to reward short-term performance and the achievement of the principal goals of our annual operating plan.

Under the fiscal 2020 EIP, the amount of each Named Executive Officer’s annual cash performance bonus was calculated based on (i) his or her target annual cash performance bonus opportunity, (ii) our corporate financial performance (weighted 80%) for fiscal 2020, as measured against pre-established performance levels (the “Financial Performance Targets”) and (iii) achievement of strategic milestones (weighted 20%) established with respect to new product tape outs, launches, and commercial/operational metrics (the “Strategic Milestones”). The Financial Performance Targets and the Strategic Milestones were approved by the Compensation Committee in February 2020. Notwithstanding achievement of the fiscal 2020 performance goals, the Compensation Committee has discretion under the EIP to increase or to reduce any Named Executive Officer’s annual cash performance bonus.

The following illustrates how the 2020 annual cash performance bonuses under the EIP were calculated:

 

 

 

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Financial Performance Targets

The Compensation Committee used the following financial performance measures and weightings as the Financial Performance Targets for the fiscal 2020 EIP:

 

Financial Measure		Weighting
Adjusted Non-GAAP Net Income		50%
Revenue		25%
Adjusted Free Cash Flow		25%

The performance levels (threshold, target and maximum) for each financial performance measure were established by the Compensation Committee in February 2020, in each case in consultation with senior management. The performance levels were structured to align with our fiscal 2020 financial objectives taking into account overall affordability of the bonus opportunities provided under the EIP for fiscal 2020.

The Compensation Committee chose adjusted non-GAAP net income as a performance measure because it is a fair measure of our profitability and a valid metric for comparison, which the Compensation Committee believes is directly tied to enhanced stock price performance. The Compensation Committee assigned it a weight of 50% because it is a key short-term financial measure for the operation of our business and is a measure of significant importance to our stockholders. For purposes of the fiscal 2020 EIP, our “adjusted non-GAAP net income” was calculated by adjusting our fiscal 2020 GAAP net income for (i) non-GAAP financial adjustments such as a loss on debt redemption/conversion, non-cash interest expense related to convertible debt, stock-based compensation, acquisition-related costs, provision for income taxes associated with these adjustments and release of valuation allowance on deferred tax assets, and (ii) amounts accrued for fiscal 2020 annual cash performance bonuses.

The Compensation Committee chose revenue as a performance measure because it reflects our top-line growth, which the Compensation Committee believes is a strong indicator of our long-term ability to increase profitability, cash flow and improve stock price performance. For purposes of the fiscal 2020 EIP, we use our GAAP net revenue for fiscal 2020.

Finally, the Compensation Committee chose adjusted free cash flow as a performance measure because it believes effective cash management and cash generation are key components of our strategy and our annual operating plan, the successful execution of which should lower indebtedness, increase financial flexibility and ultimately drive improved company valuation and stock price performance. For purposes of the fiscal 2020 EIP, our “adjusted free cash flow” was calculated by adjusting our GAAP net cash provided by operating activities for (i) purchases of property and equipment and (ii) cash payments for fiscal 2019 bonuses which were paid in March and April 2020.

The following table sets forth the 2020 performance levels and comparable actual results for the EIP:

 

2020 Executive Incentive Plan Financial Performance Targets (in millions)
Financial Measure		(Threshold)				(Target)				(Maximum)				Actual Performance
Adjusted Non-GAAP Net Income			$   667				$1,491				$  2,314				$1,894
Revenue			$7,000				$8,500				$10,000				$9,763
Adjusted Free Cash Flow			$   405				$   748				$  1,085				$   921

The threshold, target and maximum performance levels for the fiscal 2020 EIP were determined by the Compensation Committee using our fiscal 2020 operating plan as a benchmark and provide for appropriate payout above or below target. The fiscal 2020 EIP target level for each performance measure was determined by the Compensation Committee to be appropriately aggressive and aligned to our fiscal 2020 operating plan and objectives. The fiscal 2020 targets were set higher than the fiscal 2019 actual results. For each performance measure, the level of performance required increases at a fixed rate between each performance level.

 

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