Form 4: AMD EVP & CSO's Equity Transactions

Advanced Micro Devices' EVP & CSO, Paul Darren Grasby, reported the vesting of performance stock units, a new stock option grant, and new performance and restricted stock unit awards.

Summary

• Paul Darren Grasby, EVP & CSO of Advanced Micro Devices (AMD), reported equity transactions on August 15, 2025.
• 33,659 shares of common stock were acquired upon the vesting and settlement of performance stock units (PRSUs) granted on August 9, 2022.
• 15,820 shares of common stock were disposed of at a price of $177.51 per share, likely for tax withholding related to the PRSU vesting.
• A new stock option grant of 17,396 units was received, with an exercise price of $177.51, vesting 1/4 on August 15, 2026, and quarterly thereafter until August 15, 2029, expiring on August 15, 2032.
• A new Performance Stock Unit (PRSU) award of 25,672 units was granted, with earning potential between 0% and 250% based on AMD's stock price performance relative to the S&P 500, absolute stock price return, and 2027 non-GAAP EPS exceeding 2025 non-GAAP EPS. These PRSUs generally vest on August 15, 2028.
• A new Restricted Stock Unit (RSU) award of 8,557 units was granted, vesting 1/4 on August 15, 2026, and quarterly thereafter until August 15, 2029.
• Following these transactions, Paul Darren Grasby beneficially owns 143,344 shares of common stock directly.

Sentiment

Score: 7

Explanation: The filing indicates routine executive compensation, including the vesting of prior awards and the grant of new performance-based incentives, which is generally positive for aligning management with shareholder interests. The disposal of shares for tax purposes is a standard, neutral event.

Positives

• Vesting of 33,659 performance stock units indicates successful achievement of prior performance targets.
• New grants of 17,396 stock options, 25,672 performance stock units, and 8,557 restricted stock units align executive incentives with long-term company performance and shareholder value.
• The new PRSU award's performance conditions are tied to AMD's stock price performance (relative and absolute) and non-GAAP EPS growth, indicating a focus on key financial and market metrics.

Negatives

• Disposal of 15,820 shares of common stock at $177.51 for tax withholding purposes reduces the direct beneficial ownership of the executive.

Risks

• The actual number of shares earned from the new PRSU award (25,672 units) is contingent on AMD's stock price performance relative to the S&P 500, absolute stock price return, and 2027 non-GAAP EPS exceeding 2025 non-GAAP EPS, meaning the full award may not be realized.
• Vesting of all new equity awards (options, PRSUs, RSUs) is generally subject to the reporting person's continued employment with AMD.

Future Outlook

The new performance stock unit (PRSU) award for Paul Darren Grasby is tied to AMD's stock price performance relative to the S&P 500, absolute stock price return, and the company's non-GAAP EPS growth from fiscal year 2025 to 2027, with a performance period ending August 15, 2028. New stock options and restricted stock units are scheduled to vest quarterly from August 15, 2026, through August 15, 2029.

Industry Context

This filing reflects routine executive compensation practices within the technology and semiconductor industry, where equity awards like stock options, restricted stock units (RSUs), and performance stock units (PSUs) are standard tools for attracting, retaining, and incentivizing key personnel. The performance-based nature of the PSUs, tied to stock performance and EPS growth, aligns with common industry trends to link executive pay directly to shareholder value creation and financial results.

Comparison to Industry Standards

• The structure of equity compensation, including the mix of stock options, RSUs, and performance-based awards, is consistent with practices observed at comparable technology companies such as NVIDIA, Intel, and Qualcomm.
• The use of relative total shareholder return (TSR) against the S&P 500 and absolute TSR, alongside non-GAAP EPS targets, is a common approach to performance-based compensation in the semiconductor sector, aiming to align executive incentives with both market performance and operational profitability.

Stakeholder Impact

• Shareholders: The equity awards align executive incentives with shareholder value creation through performance-based vesting conditions tied to stock price and EPS growth.
• Employees: Reflects standard executive compensation practices, which can influence broader employee compensation strategies and morale.

Next Steps

• Continued vesting of new stock options and RSU awards quarterly from August 15, 2026, until August 15, 2029.
• Determination of earned PRSUs based on AMD's performance relative to specified metrics (stock price, EPS) over the period ending August 15, 2028.
• Settlement of earned and vested PRSUs on the later of August 15, 2028, or the date following the Compensation and Leadership Resources Committee's performance determination.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including the vesting of previously earned equity and the grant of new performance-based awards. While these actions align executive incentives with shareholder interests, they do not present new fundamental information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are expected and do not indicate a significant positive or negative shift in the company's outlook.

Keywords

AMD, Advanced Micro Devices, SEC Form 4, Insider Trading, Executive Compensation, Stock Options, Restricted Stock Units, Performance Stock Units, Equity Awards, Paul Darren Grasby, Semiconductors, Technology