Form 4: AMD Grants Equity Awards to SVP Ava Hahn

Advanced Micro Devices (AMD) granted stock options, performance-based restricted stock units (PRSUs), and restricted stock units (RSUs) to SVP, GC & Corporate Secretary Ava Hahn.

Summary

• Advanced Micro Devices (AMD) granted equity awards to Ava Hahn, SVP, General Counsel & Corporate Secretary, on August 15, 2025.
• The awards include 8,698 stock options 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 target of 12,836 performance-based restricted stock units (PRSUs) were granted, with the actual number earned ranging from 0% to 250% based on AMD's stock price return relative to the S&P 500, absolute AMD stock price return, and AMD's 2027 fiscal year non-GAAP earnings per share compared to 2025.
• The PRSU performance period runs from August 15, 2025, to August 15, 2028, with vesting generally subject to continued employment through August 15, 2028.
• Additionally, 4,278 restricted stock units (RSUs) were granted, vesting 1/4 on August 15, 2026, and quarterly thereafter until August 15, 2029.

Sentiment

Score: 7

Explanation: The filing indicates a standard executive compensation grant, which is a positive sign of ongoing operations and executive retention. The performance-based component aligns executive incentives with shareholder value creation, contributing to a moderately positive sentiment.

Positives

• The grants align executive compensation with long-term shareholder value through performance-based awards and stock options.
• Performance-based restricted stock units (PRSUs) incentivize strong financial performance and stock appreciation, with potential for up to 250% of target shares.
• The awards demonstrate continued commitment to key leadership personnel, such as the SVP, General Counsel & Corporate Secretary.

Negatives

• The value of the performance-based awards is contingent on future company performance and market conditions, introducing uncertainty.
• The stock options have an exercise price of $177.51, meaning they only provide value if AMD's stock price exceeds this level.

Risks

• The actual number of PRSUs earned is uncertain and depends on AMD's stock performance relative to the S&P 500, absolute stock return, and non-GAAP EPS targets.
• Vesting of all awards is generally subject to the reporting person's continued employment and/or service with AMD.
• Market volatility could impact the value of the stock options and RSUs.

Future Outlook

The grants establish performance incentives and vesting schedules extending through August 2029 for options and RSUs, and August 2028 for PRSUs, aligning executive interests with long-term company performance and shareholder returns. The actual number of PRSUs earned will be determined by the Compensation and Leadership Resources Committee based on AMD's performance against specific financial and stock price metrics.

Management Comments

• The actual number of performance-based restricted stock units (PRSUs) that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee based on AMD's actual performance with respect to the performance vesting conditions.
• Earned and vested PRSUs will generally be settled on the later of August 15, 2028, or the date following the Committee's determination of performance.

Industry Context

This equity grant is a standard practice in the technology and semiconductor industry for executive compensation, aiming to retain key talent and align management incentives with long-term company performance and shareholder value creation. Performance-based awards, tied to metrics like relative stock performance and EPS growth, are common mechanisms to drive strategic objectives in competitive sectors.

Comparison to Industry Standards

• The use of a mix of stock options, time-based RSUs, and performance-based PRSUs is a common compensation structure for senior executives in the technology sector, similar to practices at companies like Intel, Nvidia, and Qualcomm.
• Tying PRSU vesting to relative stock price performance against the S&P 500 Index is a robust benchmark, ensuring compensation reflects outperformance against broader market trends, a practice seen in many large-cap tech companies.
• Including absolute stock price return and non-GAAP EPS growth as PRSU metrics provides a balanced incentive, focusing on both market perception and fundamental financial health, consistent with best practices in executive compensation.

Corporate Governance

Related Party Transactions

• The equity grants to Ava Hahn, a Senior Vice President and Corporate Secretary, represent compensation to a key management personnel, which is a form of related party transaction common in public companies.

Stakeholder Impact

• **Shareholders**: The performance-based nature of the PRSUs aligns executive incentives with shareholder returns, potentially benefiting long-term stock performance.
• **Employees**: The grants reflect standard executive compensation practices, which can influence overall compensation philosophy within the company.
• **Management**: Provides significant long-term incentives and retention for a key executive, ensuring continuity in leadership.

Next Steps

• Continued employment and service of Ava Hahn with AMD for vesting of awards.
• AMD's performance against specified metrics (stock price, non-GAAP EPS) for PRSU determination.
• Compensation and Leadership Resources Committee's determination of PRSU achievement post-performance period.
• Settlement of earned and vested PRSUs on or after August 15, 2028.

Key Dates

Recommendation

This Form 4 filing details a routine equity grant to a senior executive and does not contain information that would typically lead to a significant change in investment recommendation. It reflects standard executive compensation practices aimed at retention and performance alignment, which is generally a neutral to slightly positive operational aspect for a seasoned investor. The filing itself does not present new material information that would alter the fundamental investment thesis for AMD.

Keywords

Advanced Micro Devices, AMD, SEC Form 4, Equity Grant, Stock Options, Restricted Stock Units, Performance-Based Restricted Stock Units, Executive Compensation, Ava Hahn, SVP, Corporate Secretary