DEF 14A of Advanced Micro Devices Inc, Mar 19, 2018

DEF 14A of Advanced Micro Devices Inc

Filed Mar 19, 2018 · FY20170001193125-18-087766

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  1. Annual Report on Form 10-K for the fiscal year ended December 30, 2017 are available at

    | | Page | | CHIEF EXECUTIVE OFFICER PAY RATIO | 59 | | OPTION EXERCISES AND STOCK VESTED IN 2017 | 60 | | SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS | 60 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 66 | | AUDIT AND FINANCE COMMITTEE’S REPORT | 67 | | ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 68 | | Required Vote | 68 | | Recommendation of Board of Directors | 68 | | Independent Registered Public Accounting Firm’s Fees | 68 | | Pre-Approval Policies and Procedures | 69 | | ITEM 3—APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED MICRO DEVICES, INC. | 70 | | Required Vote | 70 | | Recommendation of the Board of Directors | 71 | | ITEM 4—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”) | 72 | | Required Vote | 73 | | Recommendation of the Board of Directors | 73 | | INCORPORATION BY REFERENCE | 74 | | AVAILABLE INFORMATION | 74 | | EXHIBIT A—AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED MICRO DEVICES, INC. | A-1 |

  2. ITEM 1—ELECTION OF DIRECTORS

    ITEM 1—ELECTION OF DIRECTORS Our Board currently consists of ten members. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following nine nominees: Mr. John E. Caldwell, Ms. Nora M. Denzel, Mr. Mark Durcan, Mr. Joseph A. Householder, Mr. Michael J. Inglis, Mr. John W. Marren, Dr. Lisa T. Su, Mr. Abhi Y. Talwalkar and Mr. Ahmed Yahia for election to the Board at the Annual Meeting. In accordance with the Company’s retirement policy incorporated in our Principles of Corporate Governance (“Governance Principles”) regarding our Board members who reach the age of 72, Mr. Nicholas M. Donofrio will retire at the end of his current term. The Board has approved reducing the authorized number of directors to nine effective as of the Annual Meeting. Messrs. Marren, Talwalkar and Durcan were first appointed to the Board in February 2017, June 2017 and October 2017, respectively. Messrs. Marren and Talwalkar were recommended as potential candidates for the Board through internal referrals from our executives and directors and Mr. Durcan was recommended by a third-party search firm. 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 2017 Annual Meeting of Stockholders, the directors in attendance were: Mr. Caldwell, Ms. Denzel, Mr. Householder, Mr. Inglis, Mr. Marren, Dr. Su and Mr. Yahia. Mr. Bruce L. Claflin, who served as a director from August 2003 until April 2017, also attended.

  3. Director Experience, Skills and Qualifications

    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.

  4. Director Experience, Skills and Qualifications

    | John E. Caldwell Director since October 2006 and Chairman of the Board since May 2016 Age: 68 Board Committees: Nominating and Corporate Governance Committee (Chair) and Audit and Finance Committee |

  5. Director Experience, Skills and Qualifications

    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 December 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 and of IAMGOLD Corporation since 2006. 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.

  6. Director Experience, Skills and Qualifications

    | Nora M. Denzel Director since March 2014 Age: 55 Board Committees: Compensation Committee (Chair) and Nominating and Corporate Governance Committee |

  7. Director Experience, Skills and Qualifications

    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) and IBM Corporation. Ms. Denzel has been a member of the board of directors of Ericsson since March 2013 and Talend S.A. since July 2017. 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 technology, software and leadership experience as a result of her experience at Intuit, Hewlett-Packard and IBM and her experience on the boards of directors of other public companies.

  8. Director Experience, Skills and Qualifications

    | Mark Durcan Director since October 2017 Age: 57 Board Committees: Nominating and Corporate Governance Committee and Innovation and Technology Committee |

  9. Director Experience, Skills and Qualifications

    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. He also serves on the board of directors of the Semiconductor Industry Association and is a Director of St. Luke’s Medical System, a not-for profit hospital and health care system. Mr. Durcan holds a bachelor of science degree in chemical engineering and a master of chemical engineering 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 in the area of executive leadership, strategic planning, finance and corporate governance.

  10. Director Experience, Skills and Qualifications

    | Joseph A. Householder Director since September 2014 Age: 62 Board Committees: Audit and Finance Committee (Chair) and Nominating and Corporate Governance Committee |

  11. Director Experience, Skills and Qualifications

    Mr. Householder is Corporate Group President, Infrastructure Business for Sempra Energy (a worldwide provider of energy infrastructure and gas and electric utilities), a position he has held since January 2017. From 2011 to 2017, Mr. Householder was the Executive Vice President and Chief Financial Officer of Sempra Energy. From 2006 to 2011, Mr. Householder was Senior Vice President, Controller and Chief Accounting Officer 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 also serves on the board of directors of Infraestructura Energetica Nova (IEnova, a majority-owned subsidiary of Sempra Energy that is publicly traded in Mexico). In addition, Mr. Householder is a member of the Tax Executives Institute, the American Institute of Certified Public Accountants, the State Bar of California and the American Bar Association. 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.

  12. Director Experience, Skills and Qualifications

    | Michael J. Inglis Director since March 2014 Age: 58 Board Committees: Audit and Finance Committee, Innovation and Technology Committee and Nominating and Corporate Governance Committee |

  13. Director Experience, Skills and Qualifications

    Mr. Inglis held several senior executive positions between 2002 and 2013 at ARM Holdings plc (a semiconductor intellectual property supplier), including as Executive Vice President, Sales and Marketing, as Executive Vice President, General Manager, Processor Division, and as Chief Commercial Officer. Before joining ARM, Mr. Inglis was a Principal at A.T. Kearney (a global management consulting firm) from 1999 to 2001. Mr. Inglis served as General Manager, Smartcard Division and European Hi-End Microprocessor Operations Manager amongst various roles at Motorola Semiconductor from 1991 to 1998. In addition, Mr. Inglis has held a number of operational and marketing positions at Texas Instruments (a global semiconductor company), BIS Macintosh (an electronics market research firm) and Fairchild Camera and Instrument (a semiconductor company). Mr. Inglis served on the board of directors of ARM from 2002 until his retirement in March 2013. Mr. Inglis has been a member of the board of directors of IIika plc since July 2015 and BT Group plc since September 2015. Mr. Inglis has a master of business administration degree from Cranfield School of Management and a bachelor of science degree in electronic and electrical engineering from Birmingham University. In addition, Mr. Inglis is a Chartered Engineer and a Member of the Chartered Institute of Marketing. Director Qualifications: Mr. Inglis brings to the Board senior leadership, management, and sales and marketing expertise, as well as his experience gained from serving as a director on the boards of other public companies. He also provides his broad understanding of the semiconductor industry.

  14. Director Experience, Skills and Qualifications

    | John W. Marren Director since February 2017 Age: 55 Board Committees: Audit and Finance Committee and Nominating and Corporate Governance Committee |

  15. Director Experience, Skills and Qualifications

    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 currently serves on a number of private company boards including Avaya Inc., Infinidat, Inc. and Isola Group. 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 financial knowledge and technology experience 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.

  16. Director Experience, Skills and Qualifications

    | Dr. Lisa T. Su Director since October 2014 Age: 48 |

  17. Director Experience, Skills and Qualifications

    Dr. Lisa T. Su is AMD’s President and Chief Executive Officer, a position she has held since October 2014, and also serves on our Board of Directors. Previously, from July 2014 to October 2014, she was Chief Operating Officer responsible for integrating AMD’s business units, sales, global operations and infrastructure enablement teams into a single market-facing organization responsible for all aspects of product strategy and execution. 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’s 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 in the Semiconductor Process and Device Center 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. Dr. Su was named “2014 Executive of the Year” at the EETimes and EDN 2014 ACE Awards and was honored in MIT Technology Review’s Top 100 Young Innovators in 2002. She has also been a member of the board of directors of Analog Devices Inc. since 2012. 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.

  18. Director Experience, Skills and Qualifications

    | Abhi Y. Talwalkar Director since June 2017 Age: 54 Board Committees: Nominating and Corporate Governance Committee and Compensation Committee |

  19. Director Experience, Skills and Qualifications

    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 U.S. 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.

  20. Director Experience, Skills and Qualifications

    | Ahmed Yahia Director since November 2012 Age: 45 Board Committee: Innovation and Technology Committee |

  21. Director Experience, Skills and Qualifications

    Mr. Yahia has served as Chief Executive Officer of the Technology, Manufacturing & Mining global platform of Mubadala Investment Company PJSC (“Mubadala”) since May 2017, where he oversees Mubadala’s semiconductors, technology, metals & mining, agribusiness and biotechnology/biopharma portfolio. He is also a member of Mubadala’s Investment Committee, which is mandated to develop Mubadala’s investment policies, establish investment guidelines and review all proposed projects and investments to ensure they are in line with Mubadala’s business objectives. From March 2010 to April 2017, Mr. Yahia was Chief Executive Officer of the Technology & Industry platform of Mubadala Development Company PJSC. From March 2001 to February 2010, Mr. Yahia was a partner of McKinsey & Company (a management consulting company) where the central theme of his work was corporate performance transformations, business building and industrial sector development. Mr. Yahia was also the Managing Partner of McKinsey’s Abu Dhabi practice. Mr. Yahia serves on the board of directors of several private companies, including GLOBALFOUNDRIES Inc. and Emirates Global Aluminum PJSC. Mr. Yahia holds a master of science degree in mechanical engineering/product strategy from the MIT and a bachelor of science degree in industrial engineering from the Ecole Centrale Paris. Director Qualifications: Mr. Yahia’s experience as the CEO of the Technology, Manufacturing & Mining global platform of Mubadala and as a former partner of McKinsey & Company provides the Board with expertise in corporate strategy development, corporate performance transformations and operations.

  22. Former Directorships in Public Companies in the Last Five Years

    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.

  23. Former Directorships in Public Companies in the Last Five Years

    | Director | Name of the Company | Term of Past Directorship | | John E. Caldwell | — | — | | Nora M. Denzel | Saba Software, Inc. | 2011—2015 | | | Outerwall Inc. | 2013—2015 | | | Overland Storage, Inc. | 2008—2013 | | Joseph A. Householder | San Diego Gas and Electric Company | 2010—2015 | | Michael J. Inglis | ARM | 2002—2013 | | | Pace plc | 2008—2016 | | John W. Marren | Quantenna | 2011—2014 | | | Freescale | 2007—2015 | | Lisa T. Su | — | — | | Ahbi Y. Talwalkar | LSI Corporation | 2005—2014 | | Ahmed Yahia | SMN Power Holding SAOG | 2011—2013 |

  24. Consideration of Stockholder Nominees for Director

    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 2019 annual meeting of stockholders must be a stockholder of record, both when they give us notice and at our 2019 annual meeting, must be entitled to vote at our 2019 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 2019 annual meeting of stockholders, the notice must be delivered between January 2, 2019 and February 1, 2019. However, if our 2019 annual meeting of stockholders is not held within 30 days of May 2, 2019, 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 2019 annual meeting was made or the day the notice of our 2019 annual meeting is mailed. The public announcement of an adjournment or postponement of our 2019 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:

  25. Consideration of Stockholder Nominees for Director

    | • | name, age, nationality, business and residence addresses; |

  26. Consideration of Stockholder Nominees for Director

    | • | principal occupation and employment; |

  27. Consideration of Stockholder Nominees for Director

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

  28. Consideration of Stockholder Nominees for Director

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

  29. Consideration of Stockholder Nominees for Director

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

  30. Consideration of Stockholder Nominees for Director

    | • | 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; |

  31. Consideration of Stockholder Nominees for Director

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

  32. Consideration of Stockholder Nominees for Director

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

  33. Consideration of Stockholder Nominees for Director

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

  34. Consideration of Stockholder Nominees for Director

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

  35. Consideration of Stockholder Nominees for Director

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

  36. Consideration of Stockholder Nominees for Director

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

  37. Consideration of Stockholder Nominees for Director

    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.

  38. DIRECTORS’ COMPENSATION AND BENEFITS

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | John E. Caldwell | 152,500 | 274,623 | 427,123 | | Nora M. Denzel | 120,000 | 183,087 | 303,087 | | Nicholas M. Donofrio | 140,000 | 183,087 | 323,087 | | Mark Durcan | 17,976 | 151,850 | 169,826 | | Joseph A. Householder | 130,000 | 183,087 | 313,087 | | Michael J. Inglis | 125,000 | 183,087 | 308,087 | | John W. Marren | 91,583 | 249,307 | 340,890 | | Abhi Y. Talwalkar | 52,500 | 190,956 | 243,456 | | Ahmed Yahia | 95,000 | 183,087 | 278,087 |

  39. Key Features of Fiscal 2017 Executive Compensation Program

    | • | Redesigned Performance-Based Restricted Stock Unit (“PRSU”) Awards. We redesigned the PRSUs granted to our Named Executive Officers in fiscal 2017 (the “2017 PRSUs”) to provide for payouts based on our performance against three performance measures over a three-year performance period: (i) our total stockholder return (“TSR”) over the performance period relative to the TSRs of each of the companies comprising the SOX, (ii) our absolute TSR over the performance period, and (iii) our stock price performance during the last year of the performance period. In addition, the 2017 PRSUs are subject to an award cap that limits the dollar value payable (in shares) to the Named Executive Officers pursuant to these awards. As a result, the 2017 PRSUs (which made up 50% of the target value of our Named Executive Officers’ fiscal 2017 long-term incentive compensation) are structured to promote and reward delivery of sustained stockholder returns (both absolute and relative to the SOX comparator companies) over the three-year performance period. Further discussion of the design of our 2017 PRSUs is provided below on page 44 under “Fiscal 2017 Compensation Elements—Long-Term Equity Awards—2017 PRSU Awards.” |

  40. Key Features of Fiscal 2017 Executive Compensation Program

    | • | Long-term equity awards represented approximately 78% of our Chief Executive Officer’s target total direct compensation and 65% of the average target total direct compensation of our other Named Executive Officers; and |

  41. Key Features of Fiscal 2017 Executive Compensation Program

    | • | 100% of the fiscal 2017 target annual incentive bonuses payable to our Named Executive Officers was tied to the achievement of pre-established annual financial and operational goals, which are aligned to our short-term and long-term objectives, as reflected in our annual operating plan. |

  42. Key Features of Fiscal 2017 Executive Compensation Program

    | • | Market Competitive Compensation. Each Named Executive Officer’s fiscal 2017 target total direct compensation was set at a level commensurate with competitive levels of compensation for executives in similar positions at a group of peer companies (set forth below), which our Compensation Committee believes reflects the current competitive market for executive talent. In making these determinations, our Compensation Committee also considered the scope of responsibility of each Named Executive Officer, internal pay comparisons, and the in-the-money value (i.e., 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 impact on our organization. |

  43. Key Features of Fiscal 2017 Executive Compensation Program

    | Each Named Executive Officer’s “realized pay” is, for the applicable fiscal year, the sum of her or his earned base salary, actual EIP bonus, any discretionary or retention bonus amounts paid, other compensation received, and income actually realized due to equity transactions involving shares awarded under our equity plan. Additional information is provided below in the “2017 Summary Compensation Table” on page 53 and the “Option Exercises and Stock Vested in 2017” table on page 60. 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 2017 Summary Compensation Table, below.(1) |

  44. Key Features of Fiscal 2017 Executive Compensation Program

    The fiscal 2017 realized pay of our Named Executive Officers was primarily attributable to (i) the August 2017 payouts under the PRSU awards granted in fiscal 2016 (the “2016 PRSUs”) and (ii) their fiscal 2017 annual incentive bonuses under the EIP. Our Named Executive Officers earned the maximum number of shares of our common stock under the 2016 PRSUs due to our strong stock price appreciation over the first year of the three-year performance period for these awards (our stock price increased from $5.14 to $13.80 per share during that period, which amounts to a one-year TSR of 168%). One-half of the shares of our common stock earned under the 2016 PRSUs vested and was settled in August 2017. The remaining earned shares will vest and be settled on August 9, 2019, subject to each Named Executive Officer’s continued employment through such date. For a discussion of the design of the 2016 PRSUs, including the pre-established performance objectives for those awards, see “Fiscal 2017 Compensation Elements—Long-Term Equity Awards—2016 PRSU Awards” below. The fiscal 2017 EIP bonuses of 77.6% compares to a fiscal 2016 EIP payout of 32.5% and a fiscal 2015 EIP payout of 0%, resulting in an average payout under the EIP for the previous three fiscal years of 36.7%. For a discussion of the fiscal 2017 EIP, see “Fiscal 2017 Compensation Elements—Annual Incentive Bonuses” below.

  45. Competitive Compensation

    Competitive Compensation It is imperative to recruit and retain top leadership and industry experts to execute our business strategy, and this requires competitive compensation. Accordingly, the Compensation Committee seeks to compensate our Named Executive Officers at levels that are commensurate with competitive levels of compensation for executives in similar positions at a group of peer companies (set forth below), which the Compensation Committee believes reflects the current competitive market for executive talent. The Compensation Committee also considers the scope of responsibility of each Named Executive Officer, internal pay comparisons, and the in-the-money value (i.e., 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 impact on the organization in making its compensation decisions. Generally, the Compensation Committee seeks to position each Named Executive Officer’s target total direct compensation between the 50th and 75th percentile of the competitive market (the “Target Positioning”), recognizing that such compensation will be realized by the Named Executive Officer only if the applicable performance targets are achieved and our stock price does not decline. For 2017, the actual total target direct compensation was generally consistent with this objective. A Named Executive Officer’s target total direct compensation may vary from the Target Positioning depending on his or her scope of responsibility, the time period in the position, job performance, skill set, prior experience, expected future contributions to our business, internal pay equity considerations, retention considerations, and business conditions. The Compensation Committee reviews our Named Executive Officer compensation practices on an annual basis.

  46. Align Pay Practices with Sound Risk Management

    | • | pay mixes that represent an appropriate balance of “fixed” pay versus “variable” pay, as well as “short-term” versus “long-term” incentives; |

  47. Align Pay Practices with Sound Risk Management

    | • | an annual incentive plan that includes multiple Company-wide financial measures that are quantitative and measurable; |

  48. Align Pay Practices with Sound Risk Management

    | • | time-based and performance-based vesting requirements for long-term equity awards spanning multiple years; |

  49. Align Pay Practices with Sound Risk Management

    | • | generally, a minimum vesting period of one-year for all equity awards; |

  50. How We Make Compensation Decisions

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

  51. How We Make Compensation Decisions

    | • | reviewing and approving any changes to a Named Executive Officer’s total compensation package, including, but not limited to, base salary, annual incentive bonus opportunities, annual long-term incentive award opportunities, and payouts and retention programs; and |

  52. How We Make Compensation Decisions

    | • | conducting annual performance reviews of each of our Named Executive Officers. |

  53. How We Make Compensation Decisions

    | • | 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; |

  54. How We Make Compensation Decisions

    | • | 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, and evaluation of our compensation recoupment (i.e., “claw-back”) policies; and |

  55. How We Make Compensation Decisions

    Conflict of Interest Assessment for Compensation Consultant The Compensation Committee recognizes the importance of receiving objective advice from its compensation consultant and, to that end, conducts an annual conflicts of interest assessment of its compensation consultant. In fiscal 2017, 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 2018, 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 all 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, at the beginning of the year, 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 “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 taking into account the practices of our peers and industry best practices. Methodology Used to Perform the Competitive Pay Analysis In preparation for fiscal 2017, the Compensation Committee requested that Compensia provide a competitive pay analysis for each Named Executive Officer using compensation data developed from (i) publicly available information (as of January 2017) of the companies included in a custom peer group (the “2017 Custom Peer Group”) and (ii) compensation data for a special peer data cut of the Radford Global Technology Survey (which includes all companies noted below in the 2017 Custom Peer Group who participate in the survey). To develop the 2017 Custom Peer Group, in February 2017, the Compensation Committee reviewed the group of companies comprising the then-existing compensation peer group, 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 0.3x to 3.0x our market capitalization), in each case based on publicly available information as of January 2017. Based on this review, the Compensation Committee removed Vishay Intertechnology Inc. from the peer group because its market capitalization was less than 0.25x our market capitalization. The Compensation Committee also removed SanDisk Corp. because it was acquired by Western Digital Corporation in May 2016, and removed Lexmark International Inc. due to its acquisition by Apex Technology and PAG Asia Capital in November 2016. The Compensation Committee added Motorola Solutions, Inc., Skyworks Solutions, Inc., and Xilinx, Inc. to the 2017 Custom Peer Group. Our revenues for the trailing four fiscal quarters ending December 30, 2016, would have placed us in approximately the 50th percentile of the 2017 Custom Peer Group based on publicly available information. The Compensation Committee believes that the composition of the 2017 Custom Peer Group reflects an appropriate set of comparator companies for purposes of assessing our executive compensation program. The Compensation Committee used the 2017 Custom 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 2017 Custom Peer Group, AMD’s fiscal 2017 and fiscal 2016 annual revenue was approximately $5.329 billion and $4.272 billion, respectively. The companies comprising the 2017 Custom Peer Group are as follows: (1)

  56. Fiscal 2017 Compensation Elements

    | 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 goals of revenue, adjusted non-GAAP net income and adjusted free cash flow | Motivates and rewards achievement of key financial results for the year | Annual target bonus opportunity determined annually based on market data, individual role and responsibilities and individual performance; payout based on Company performance and individual performance | | Long-Term Incentives (2004 Plan Awards) | Performance- Based Restricted Stock Units (PRSUs) | Variable compensation with payout in shares based on (i) relative TSR of AMD common stock over three-year performance period relative to the TSR of companies comprising the PHLX Semiconductor Index (SOX) over this three-year performance period, (ii) AMD’s absolute TSR over the three-year performance period, and (iii) AMD stock price performance as measured during last year of three-year performance period | Directly aligns interests of executives with long-term stockholder value creation by linking potential payouts to relative and absolute stock price performance; also promotes retention | Intended target value of all LTI awards is based on individual role and responsibilities and market data; generally, a minimum one year vesting 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; awards vest over three years | Directly aligns interests of executives with long-term stockholder value creation and provides upside potential over a seven year option term; also promotes retention | | | | Restricted Stock Units (RSUs) | Variable compensation with payout in shares with time-based vesting; awards vest over three years | Directly aligns interests of executives with long-term stockholder value creation and promotes retention | |

  57. Annual Cash Performance Bonuses

    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, where earned, short-term performance and the achievement of the principal goals of our annual operating plan. Under the EIP, the amount of our Named Executive Officers’ annual incentive bonus is calculated based on (i) his or her target annual cash performance bonus opportunity and (ii) our corporate financial performance for the applicable performance period as measured against one or more pre-established performance levels. The financial measures and related performance levels for the performance period are approved by the Compensation Committee shortly after the commencement of the fiscal year. Bonuses earned under the EIP are paid in a single lump-sum amount after the end of the fiscal year. For fiscal 2017, each Named Executive Officer’s annual cash performance bonus under the EIP was determined based on our financial performance during fiscal 2017. The following illustrates how the 2017 annual cash performance bonuses under the EIP were calculated: Base Salary Earned During Fiscal 2017 Target Bonus Opportunity (150% of Base Salary for Chief Executive Officer and 100% of Base Salary for other Named Executive Officers) 2017 EIP Performance Factor 0% to 200% (depending on Company’s Performance Against Fiscal 2017 Financial Targets (as weighted)) The Compensation Committee used the following financial performance measures and weightings for fiscal 2017 to determine the amount of each Named Executive Officer’s 2017 annual cash performance bonus under the EIP:

  58. Annual Cash Performance Bonuses

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

  59. Annual Cash Performance Bonuses

    The performance levels (threshold, target and maximum) for each financial performance measure were established by the Compensation Committee at the beginning of fiscal 2017, in each case in consultation with senior management. The performance levels were structured to align with our fiscal 2017 financial objectives taking into account overall affordability of the bonus opportunities provided under the EIP for fiscal 2017. The Compensation Committee chose adjusted non-GAAP net income as a performance measure because it reflects our bottom-line financial performance or profitability, 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 2017 EIP, our “adjusted non-GAAP net income” was calculated by adjusting our fiscal 2017 GAAP net income for non-GAAP financial adjustments and amounts accrued for the fiscal 2017 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 2017 EIP, our “revenue” was calculated as our GAAP net revenue for fiscal 2017. Finally, the Compensation Committee chose adjusted free cash flow as a performance measure because it believes effective cash management is a key component 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 2017 EIP, our “adjusted free cash flow” was calculated by adjusting our GAAP net cash provided by (used in) operating activities for (i) purchase of property, plant and equipment and (ii) cash payments for fiscal 2016 employee bonuses under the EIP and our Annual Incentive Plan, which were paid in March and April 2017. The following table sets forth the fiscal 2017 performance levels and comparable actual results for the EIP:

  60. Annual Cash Performance Bonuses

    | 2017 Executive Incentive Plan Financial Targets (in millions) | | | | | | Financial Measure | (Threshold) | (Target) | (Maximum) | Actual Performance | | Adjusted Non-GAAP Net Income | $15 | $239 | $497 | $288 | | Revenue | $4,415 | $5,000 | $5,731 | $5,329 | | Adjusted Free Cash Flow | $31 | $118 | $212 | $(5) |

  61. Annual Cash Performance Bonuses

    The threshold, target and maximum performance levels for the 2017 EIP were determined by the Compensation Committee using our fiscal 2017 operating plan as a benchmark, and provide for appropriate payout acceleration or deceleration above or below target. The fiscal 2017 EIP target level for each performance measure was determined by the Compensation Committee to be appropriately aggressive and aligned to our fiscal 2017 operating plan and objectives. The fiscal 2017 targets were set higher than the fiscal 2016 actual results. Potential payouts are interpolated at an increasing rate between the threshold and target performance level and between the target and maximum performance level for each measure. Based on company performance against our fiscal 2017 financial targets, our EIP would have applied a performance factor of 97% for our Named Executive Officers. However, at the recommendation of management, the Compensation Committee agreed and approved a 77.6% performance factor. The fiscal 2017 annual cash performance bonuses under the EIP for each Named Executive Officer are set forth below:

  62. Annual Cash Performance Bonuses

    | | 2017 EIP Bonus Calculation | | | | | Named Executive Officer | Base Salary Earned During Fiscal 2017 | Target Bonus Opportunity | 2017 EIP Performance Factor | 2017 EIP Bonus(1) | | Lisa Su | $925,000 | 150.0% | | $1,076,700 | | Devinder Kumar | $540,000 | 100.0% | | $419,040 | | James Anderson | $515,000 | 100.0% | 77.6% | $399,640 | | Forrest Norrod | $530,000 | 100.0% | | $411,280 | | Mark Papermaster | $562,500 | 100.0% | | $436,500 |

  63. Annual Cash Performance Bonuses

    | The amounts reported in this column reflect the bonus amounts approved by the Compensation Committee and paid to the Named Executive Officers, pursuant to a discretionary reduction of the EIP Performance Factor by 19.4%.(1) |

  64. Annual Cash Performance Bonuses

    The Compensation Committee reviews and certifies the level of achievement for each performance measure before any payments are made. This review and certification is generally performed at the first regularly scheduled Compensation Committee meeting following the end of the year with any payout of the annual cash performance bonus occurring in March of such year. Under the terms of the EIP, the Compensation Committee has discretion to reduce any Named Executive Officer’s annual cash performance bonus prior to payment.

  65. Long-Term Equity Awards

    Long-Term Equity Awards We believe that long-term incentive compensation in the form of equity awards provide a strong alignment between the interests of our Named Executive Officers and our stockholders. The Compensation Committee generally seeks to provide equity award opportunities that are consistent with our compensation philosophy (with the potential for larger payments for exceptional performance). The Compensation Committee also believes that long-term equity awards are an essential tool in promoting executive retention. In fiscal 2017, the Compensation Committee and, in Dr. Su’s case, the non-management members of our Board, approved the following awards under our 2004 Plan:

  66. Long-Term Equity Awards

    | Named Executive Officer | PRSUs (Target # of Shares) | Time-Based RSUs | Time-Based Stock Options | Aggregate Intended Target Value | | Lisa Su | 295,857 | 147,928 | 347,577 | $8,000,000 | | Devinder Kumar | 73,964 | 36,982 | 86,894 | $2,000,000 | | James Anderson | 73,964 | 36,982 | 86,894 | $2,000,000 | | Forrest Norrod | 73,964 | 36,982 | 86,894 | $2,000,000 | | Mark Papermaster | 83,210 | 41,605 | 97,756 | $2,250,000 |

  67. Long-Term Equity Awards

    The aggregate intended target value was converted into a mix of 50% PRSUs, 25% RSUs and 25% stock options using a conversion price of $13.52 (the average closing price of our common stock over the 30 trading-day period ending on August 9, 2017, the 2017 annual program’s grant date) and, for the stock options, also using a binomial factor of 42.56%. The amounts reported in the 2017 Summary Compensation Table represent the grant date fair values (i.e., accounting values) of the fiscal 2017 long-term equity awards computed in accordance with Accounting Standards Codification (ASC) Topic 718. 2017 PRSU Awards. The 2017 PRSUs provide for a payout that will range from 0% to 250% of the target number of shares of our common stock subject to the award (the “Target Shares”), provided that the maximum number of shares that may be earned is capped (the “Award Cap”) at the number equal to (i) eight times the target value of the Named Executive Officer’s PRSU award, divided by (ii) the closing price of our common stock on the last day of the three-year performance period ending on August 9, 2020, or the date of a change of control of the Company, if earlier (as applicable, the “Performance Period”). Even though the maximum payout for the 2017 PRSUs is 250%, depending on the closing price of our common stock (as determined above) the Award Cap may limit the amount below the maximum. The Award Cap serves to avoid excessive gains and control the accounting expense of the 2017 PRSU awards. Subject to the foregoing award limits, the actual number of shares earned by our Named Executive Officers will be based on the following performance criteria (as certified by our Compensation Committee):

  68. Long-Term Equity Awards

    | • | our TSR over the Performance Period; |

  69. Long-Term Equity Awards

    | • | our TSR for the Performance Period relative to the TSRs of each of the companies included in the SOX at the start of the Performance Period and any additional companies added to the SOX during the Performance Period that are in the SOX at the end of the Performance Period; and |

  70. Long-Term Equity Awards

    | • | our stock price performance, as measured for any consecutive 30 trading day period during the last year of the Performance Period. |

  71. Long-Term Equity Awards

    Earned and vested PRSUs will generally be settled on the later of August 15, 2020, or the date following the Compensation Committee’s certification of performance. Each Named Executive Officer must be continuously employed through the last day of the Performance Period to receive his or her earned shares, except to the extent an event triggers accelerated vesting of the 2017 PRSUs under the terms of his or her employment or other agreement, as applicable. The following table below sets forth the potential payouts (as a percentage of the Target Shares) for the 2017 PRSUs, provided that the maximum total earned PRSUs cannot exceed eight times the intended Target award divided by the closing price of the Company’s common stock on the last trading day of the Performance Period:

  72. Long-Term Equity Awards

    | Potential Payouts of 2017 PRSUs | | | | | | | | | If AMD’s TSR is ³ 0% | | | If AMD’s TSR is < 0% | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | AMD Percentile Ranking Relative to SOX Comparison Companies | 25(th) Percentile | 50(th) Percentile | 90(th) Percentile | 25(th) Percentile | 50(th) Percentile | 90(th) Percentile | | Shares Earned as a % of Target Shares | 50% | 100% | 200% | 25% | 50% | 100% | | Multiplier of 1.25x if AMD Stock Price is ³ $19.12 for 30 or more consecutive trading days during last year of Performance Period | 62.5% | 125% | 250% | 31.25% | 62.5% | 125% | | Award Cap | 8x of Target Value of 2017 PRSU Award | | | | | |

  73. Long-Term Equity Awards

    The payout percentage for values between threshold and target are based on a linear interpolation of values from 50% to 100% (if our TSR for the Performance Period is equal to or greater than 0%) or 25% to 50% (if our TSR for the Performance Period is less than 0%). The payout percentage for values between target and maximum are based on a linear interpolation of values from 100% to 200% (if our TSR for the Performance Period is equal to or greater than 0%) or 50% to 100% (if our TSR for the Performance Period is less than 0%). For this purpose, TSR is measured using the 60-trading-day average closing price as of August 9, 2017, and as of the last day of the Performance Period. 2016 PRSU Awards. The PRSUs granted in fiscal 2016 to our Named Executive Officers (the “2016 PRSUs”) provided for a payout ranging from 0% to 250% of the target number of shares of our common stock subject to the award (the “2016 Target Shares”) based on the compound annual growth rate (“CAGR”) of the closing price of our common (for 30 consecutive trading days) during the three-year performance period that began on July 15, 2016 and ends August 9, 2019 (the “2016 PRSU Performance Period”). Each of the applicable CAGR performance levels is a pre-established positive CAGR using the baseline price of $5.07 per share. The baseline price was determined as the average closing price of our common stock for the 30 calendar-day period ending July 15, 2016 (i.e., the grant date of the 2016 PRSUs). Specifically, the Compensation Committee established the following CAGR performance levels and related potential payouts (as a percentage of the 2016 Target Shares) for the 2016 PRSUs:

  74. Long-Term Equity Awards

    | Payouts of 2016 PRSUs | | | | | CAGR Performance Level | 30-Day Common Stock Closing Price During Performance Period | Cumulative Percentage Return Based on Baseline Stock Price of $5.07 Per Share | No. of Earned Shares (% of 2016 Target Shares) | | Below Threshold | Below $5.87 | N/A | 0% | | Threshold | At or above $5.87 but below $6.75 | 15.8% | 50% | | Target | At or above $6.75 but below $7.71 | 33.1% | 100% | | Stretch One | At or above $7.71 but below $8.76 | 52.1% | 150% | | Stretch Two | At or above $8.76 but below $9.90 | 72.8% | 200% | | Maximum | At or above $9.90 | 95.3% | 250% |

  75. Long-Term Equity Awards

    Before selecting these performance levels and related potential payouts, the Compensation Committee directed its compensation consultant to prepare an analysis of the historic TSR performance of the companies in the Standard & Poor’s 500 Information Technology Sector over the past ten years on a trailing three-year basis. This analysis indicated that, during this period, these companies demonstrated a median TSR of approximately 37.3% and TSR of approximately 80.3% at the 75th percentile. Based on its evaluation of our financial and operational objectives through fiscal 2019, its understanding of our plans for achieving these objectives, the results of the TSR analysis, a review of the market price of our common stock over the past five years, and its collective business judgment, the Compensation Committee determined that a target performance goal of 33.1% was achievable with focused effort by our Named Executive Officers and that a maximum performance goal of 95.3% was an aggressive but attainable goal, if we executed strongly on our near-term business plans and these efforts were well received by our stockholders. In August 2017, the Compensation Committee determined that, because the market price of our common stock closed at or above $9.90 per share for 30 consecutive trading days during the one-year period following the grant date of the 2016 PRSUs, each of our Named Executive Officers had earned the maximum number of shares of our common stock that could be earned under the 2016 PRSUs (which equaled 250% of the target number of shares subject to the awards). One-half of the shares of our common stock earned under the 2016 PRSUs were vested and settled in August 2017. The remaining earned shares will vest and be settled on August 9, 2019, subject to each Named Executive Officer’s continued employment through such date. The Compensation Committee designed the 2016 PRSUs to provide for this bifurcated settlement of the awards to promote long-term decision-making by our Named Executive Officers and to maintain the alignment of their interests with the interests of our stockholders since the value of these earned shares will be received only on the completion of the original three-year performance period (August 9, 2019) only if the Named Executive Officer continues to be employed through such date. Stock Options. Stock options are intended to align the interests of our Named Executive Officers with the interests of our stockholders because they will not realize any financial benefit from these awards unless our stock price increases above the exercise price over the seven-year option term. The stock options have an exercise price equal to 100% of the fair market value of our common stock on the grant date, which was $12.83 per share. The stock options vest (and become exercisable) 33- 1⁄3% on each of August 9, 2018, August 9, 2019 and August 9, 2020, subject to each Named Executive Officer’s continued employment with us through each vesting date (unless his or her employment agreement or other agreement with us provides otherwise). The service-based vesting requirements are intended to further our retention objectives. The stock options expire seven years after the grant date. RSUs. RSUs are intended to encourage executive retention, manage share dilution, recognize individual performance and align the interests of our Named Executive Officers with our stockholders because the value of the awards is tied to the market value of our common stock at the time of vesting. All of the RSUs awarded to our Named Executive Officers in fiscal 2017 vest 33- 1⁄3% on each of August 9, 2018, August 9, 2019 and August 9, 2020, subject to each Named Executive Officer’s continued employment with us through each vesting date (unless his or her employment agreement or other agreement with us provides otherwise). Aggregate Intended Target Value of Fiscal 2017 Annual Equity Award Grants. In determining the aggregate intended target value of each Named Executive Officer’s annual long-term equity award for fiscal 2017, the Compensation Committee reviewed data showing the market-competitive award levels based on the 2017 Custom Peer Group and the potential realizable value of each Named Executive Officer’s existing equity holdings. Additionally, in approving the fiscal 2017 equity awards for our Named Executive Officers, the Compensation Committee considered executive retention objectives and continuity within senior management and the following high level corporate goals: achieve fiscal 2017 annual operating plan, execute industry leading roadmap and meet customer commitments. The achievement of these high level goals drive our overall Company strategy and, subsequently, the attainment of the performance objectives in our long-term incentive compensation program. Accounting Considerations. We follow ASC Topic 718 for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our Named Executive Officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based compensation awards in their income statements over the period that a recipient is required to render service in exchange for the option or other award. In accordance with ASC Topic 718, the accounting value of the 2017 PRSUs was determined by an outside professional valuation consultant using a Monte-Carlo simulation model and based upon a discounted cash flow analysis of the probability-weighted payoffs of a share-based payment assuming a variety of possible stock price paths and represents the estimate of aggregate compensation cost to be recognized over the requisite service period determined as of the grant date under ASC Topic 718, except no assumptions for forfeitures are included. Grant Timing Practices. We have no practice or policy of coordinating or timing the release of company information around the grant date of our annual long-term equity awards. Our annual long-term equity awards are typically made in July or August. On occasion, we grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes on a limited basis. These “off cycle” grants are made only on a limited basis. See the “2017 Summary Compensation Table” and the “Grants of Plan-Based Awards in 2017” table below for more information on the equity awards that we granted to our Named Executive Officers in fiscal 2017.

  76. Change in Control Agreements and Other Change in Control Arrangements

    Change in Control Agreements and Other Change in Control Arrangements Any payments and benefits for our Chief Executive Officer in the event of her termination of employment in connection with a change in control of the Company are set forth in her employment agreement, the terms of which were the result of arms-length negotiations between our Chief Executive Officer and the Compensation Committee. Each of our other Named Executive Officers is party to a change in control agreement with us. These agreements are designed to encourage our Named Executive Officers’ continued services in the event of a potential change in control of the Company and to allow for a smooth leadership transition upon such a change in control. In addition, these agreements are intended to provide incentives to our Named Executive Officers to effectively execute the directives of our Board, even in the event that such actions may result in the elimination of a Named Executive Officer’s position.

  77. Termination of Employment Required to Trigger Payments

    Termination of Employment Required to Trigger Payments Under the terms and conditions of these arrangements and agreements, each of our Named Executive Officers is eligible to receive certain specified payments and benefits only if (i) a “change in control” of us occurs and (ii) the Named Executive Officer’s employment is terminated or the Named Executive Officer is constructively discharged within two years of the change in control transaction (a “double trigger” arrangement). The Compensation Committee believes this structure strikes a balance between our incentive arrangements and our executive hiring and retention objectives without providing “windfall” payments and benefits to any Named Executive Officers who continue employment with an acquiring entity following a change in control of the Company. For a detailed description of these arrangements and agreements with our Named Executive Officers, as well as an estimate of the amounts payable under such arrangements as of the last day of fiscal 2017, see “Severance and Change in Control Arrangements” below.

  78. Severance and Separation Arrangements

    Severance and Separation Arrangements Any post-employment compensation payable to our Chief Executive Officer is governed solely by her employment agreement, the terms of which were the result of arms-length negotiations between her and the Compensation Committee. Under her employment agreement, our Chief Executive Officer is eligible to receive certain specified payments and benefits in the event that her employment is involuntarily terminated. The Compensation Committee believes that the amount payable to our Chief Executive Officer pursuant to her employment agreement is reasonable and competitive and provides a level of transition assistance in the event of her involuntary termination of employment with the goal of keeping her focused on our business rather than her personal circumstances. With the exception of our Chief Executive Officer, all of our other Named Executive Officers participate in our Executive Severance Plan for Senior Vice Presidents (the “SVP Severance Plan”). The SVP Severance Plan is designed to provide uniform treatment in the event of an involuntary termination of employment of our U.S. senior executives (except our Chief Executive Officer) and to provide a level of transition assistance in such instances with the goal of keeping these senior executives focused on our business rather than their personal circumstances. A Named Executive Officer is not eligible to receive payments and benefits under the SVP Severance Plan if he or she receives severance payments and benefits in connection with a change in control of the Company pursuant to his or her change in control agreement. The Compensation Committee believes that the SVP Severance Plan provides the covered executives important protections and promotes our objectives of attracting and retaining executive talent. For a detailed description of the post-employment compensation arrangements of our Named Executive Officers, as well as an estimate of the amounts payable under such arrangements as of the last day of fiscal 2017, see “Severance and Change in Control Arrangements” below.

  79. Compensation Recoupment (“Claw-back”) Policy

    Compensation Recoupment (“Claw-back”) Policy Our Worldwide Standards of Business Conduct provide that we may pursue all remedies available under applicable law to recover any incentive-based or other compensation (including equity awards) paid or granted to our employees or agents if we are required to prepare an accounting restatement as a result of our material noncompliance with any financial reporting laws. In addition, the award agreement for each stock option, RSU, and PRSU granted since May 2010 to an employee at or above the level of senior vice president (which includes our Named Executive Officers) has included a compensation recoupment (“claw-back”) provision. The claw-back provides the Compensation Committee with the right to recover all or a portion of the compensation attributable to the award if the employee’s direct involvement with fraud, misconduct or his or her gross negligence contributes to or results in us being required to prepare an accounting restatement as a result of our material noncompliance with any financial reporting requirement under the federal securities laws. The claw-back does not apply to any award granted more than 18 months before the date of the first public issuance or SEC filing of the financial document embodying the reporting requirement. In addition, with respect to awards granted in and after August 2015, we may claw-back the award if the recipient violates the non-competition or non-solicitation terms of the award agreement. The Compensation Committee may exercise these claw-back rights by cancellation, forfeiture, repayment or disgorgement of any profits realized by the employee from the sale of our securities. We continue to monitor the rulemaking activities of the SEC and Nasdaq with respect to the development, implementation and disclosure of compensation recovery provisions/policies. We expect to revise our compensation recovery provisions/policies in the future if and as required by applicable law. Stock Ownership Requirements Our stock ownership requirements are designed to increase our Named Executive Officers’ stakes in us and to align their interests more closely with those of our stockholders. These requirements provide that on or before the Ownership Achievement Date (as defined below), our President and Chief Executive Officer should attain an investment position in our common stock equal to the lesser of (a) five-times her annual base salary or (b) 350,000 shares, and our other Named Executive Officers should attain an investment position in our common stock equal to the lesser of (x) two-times their annual base salaries or (y) 80,000 shares. Shares of our common stock counted toward the minimum stock ownership requirements include any shares held directly or indirectly by a Named Executive Officer. The “Ownership Achievement Date” is the later of August 2, 2022, or five years from first appointment as an executive officer. In the case of an existing executive officer being appointed as our Chief Executive Officer, the “Ownership Achievement Date” is the later of August 2, 2020, or five years from the date of such appointment. Until the guideline is achieved, each Named Executive Officer is encouraged to retain at least 10% of the net shares (defined below) obtained through our stock incentive plans. For this purpose, the “net shares” are the number of shares received from the exercise of stock options or the vesting of restricted stock or restricted stock unit awards, less the number of shares the Named Executive Officer sells to cover the exercise price of stock options or sells or has withheld to pay taxes. As of December 30, 2017, each of our Named Executive Officers had satisfied his or her applicable stock ownership requirement.

  80. Deductibility of Executive Compensation

    Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code (“Code”) limits the U.S. federal income tax deduction for compensation paid to our Chief Executive Officer, our Chief Financial Officer and certain other highly compensated executive officers (including, among others, our next three other most highly compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer) as of the end of the calendar year). Commencing with our 2018 fiscal year, the maximum U.S. federal income tax deduction that we may receive for annual compensation paid to any officer covered by Section 162(m) of the Code will be $1 million per such covered officer. For years prior to fiscal 2018 (including fiscal 2017), we also were permitted to receive a tax deduction for “performance-based” compensation as defined under Section 162(m) of the Code without regard to the $1 million limitation. However, recent U.S. tax legislation eliminated the performance-based exception. These new rules are effective starting in fiscal 2018 for us, except that certain equity awards that we granted on or before November 2, 2017, might still be able qualify as performance-based compensation. To the extent that in fiscal 2018, or any later year, the aggregate amount of any covered officer’s salary, bonus, and amount realized from option exercises and vesting of RSUs, PRSUs, or other equity awards, and certain other compensation amounts that are recognized as taxable income by the covered officer exceeds $1 million in any year, we will not be entitled to a U.S. federal income tax deduction for the amount over $1 million in that year. The Compensation Committee believes that, in establishing the cash and equity incentive compensation plans and arrangements for our executive officers, the potential deductibility of the compensation payable under those plans and arrangements should be only one of the relevant factors taken into consideration. For that reason, the Compensation Committee may deem it appropriate to provide one or more executive officers with the opportunity to earn incentive compensation, whether through cash performance awards or equity awards, which may not be deductible by reason of Section 162(m) or other provisions of the Code. The Compensation Committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) deduction limitation.

  81. COMPENSATION POLICIES AND PRACTICES

    | • | Our compensation practices and policies appropriately balance base pay versus variable pay and short-term versus long-term incentives; |

  82. COMPENSATION POLICIES AND PRACTICES

    | • | Although the EIP, Annual Incentive Plan, LTI and Sales Incentive Plan have variability of payout, the Compensation Committee believes that any potential risks associated with such plans are controlled or mitigated by one or more of the following: (i) the performance goals being multi-dimensional (i.e., adjusted non-GAAP net income, adjusted non-GAAP free cash flow, revenue), thereby increasing the range of performance over which incentives are paid, (ii) the performance goals being aligned with our business objectives and being quantitative financial measures, (iii) the use of sliding payout scales, with the payouts in certain instances being linearly interpolated for performance falling between the performance levels set by the Compensation Committee, (iv) the ability of the Compensation Committee and/or management to exercise discretion to reduce payouts, (v) the existence of multiple internal controls and approval processes that are intended to prevent manipulation of outcomes by any employee, including the Named Executive Officers and (vi) the incentive opportunities being capped; |

  83. COMPENSATION POLICIES AND PRACTICES

    | • | Although the grant of equity awards under the 2004 Plan could motivate our employees to, among other things, focus on increasing our short-term stock price rather than the creation of long-term stockholder value, the Compensation Committee believes that potential risks are controlled or mitigated by one or more of the following: (i) awarding a combination of PRSUs, RSUs and stock options, (ii) three-year vesting and performance period for PRSUs awarded in fiscal 2017, (iii) the vesting provisions of stock options and RSUs occurring over multi-year periods, (iv) caps on performance-based compensation opportunities, and (v) our stock ownership guidelines for our executive officers. In addition, we prohibit our employees, including Named Executive Officers, from engaging in hedging transactions in our securities; and |

  84. 2017 SUMMARY COMPENSATION TABLE

    2017 SUMMARY COMPENSATION TABLE

  85. 2017 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Lisa T. Su | | | | | | | | | | President and Chief Executive Officer | 2017 | 924,997 | — | 6,980,740 | 1,897,770 | 1,076,700 | 14,614 | 10,894,821 | | | 2016 | 886,340 | — | 7,983,393 | 2,408,120 | 432,656 | 14,266 | 11,724,775 | | | 2015 | 849,992 | 300,000 | 4,438,124(5) | 1,804,858 | — | 25,412 | 7,418,386 | | Devinder Kumar | | | | | | | | | | Senior Vice President, Chief Financial Officer and Treasurer | 2017 | 539,615 | — | 1,745,181 | 474,441 | 419,040 | 13,615 | 3,191,892 | | | 2016 | 530,005 | — | 2,280,965 | 688,034 | 172,250 | 13,337 | 3,684,591 | | | 2015 | 530,005 | — | 2,429,007(5) | 471,358 | — | 24,182 | 3,454,552 | | James R. Anderson | | | | | | | | | | Senior Vice President and General Manager, Computing and Graphics Business Group | 2017 | 514,420 | — | 1,745,181 | 474,441 | 399,640 | 16,846 | 3,150,528 | | | 2016 | 499,990 | — | 2,280,965 | 688,034 | 162,500 | 22,707 | 3,654,196 | | | 2015 | 288,456 | 750,000 | 3,561,342(5) | 554,099 | — | 11,674 | 5,165,571 | | Forrest E. Norrod | | | | | | | | | | Senior Vice President and General Manager, Datacenter and Embedded Solutions Business Group | 2017 | 530,005 | — | 1,745,181 | 474,441 | 411,280 | 16,698 | 3,177,605 | | | 2016 | 530,005 | — | 2,280,965 | 688,034 | 172,250 | 13,337 | 3,684,591 | | | 2015 | 530,005 | — | 2,086,902(5) | 471,358 | — | 20,431 | 3,108,696 | | Mark D. Papermaster | | | | | | | | | | Chief Technology Officer and Senior Vice President, Technology and Engineering | 2017 | 611,328(6) | — | 1,963,340 | 533,748 | 436,500 | 16,702 | 3,561,618 | | | 2016 | 549,994 | — | 2,280,965 | 688,034 | 178,750 | 13,390 | 3,711,133 | | | 2015 | 549,994 | 225,000 | 2,903,825(5) | 471,358 | — | 20,010 | 4,170,187 |

  86. 2017 SUMMARY COMPENSATION TABLE

    | Amounts shown in the column do not reflect dollar amounts actually received by the Named Executive Officers. Instead, these amounts represent the aggregate grant date fair value of the RSUs and PRSUs granted in the year indicated computed in accordance with ASC Topic 718. The grant date fair value (which is sometimes referred to in this proxy statement as the “accounting value”) is used to recognize the accounting expense for long-term equity awards. For a discussion of the assumptions made in the valuations reflected in this column, see Note 14 of the Notes to Consolidated Financial Statements in our Annual Report. For fiscal 2017, the amounts shown include the grant date fair value of the PRSUs awarded in fiscal 2017 to each Named Executive Officer, as set forth in the table below. The grant date fair value of the PRSUs is determined using a Monte-Carlo simulation model and based upon a discounted cash flow analysis of the probability-weighted payoffs of a share-based payment assuming a variety of possible stock price paths and represents the estimate of aggregate compensation cost to be recognized over the requisite service period determined as of the grant date under ASC Topic 718.(1) |

  87. 2017 SUMMARY COMPENSATION TABLE

    2017 Summary Compensation Table (continued) The aggregate accounting values of the PRSUs granted to our Named Executive Officers in fiscal 2017 are as follows:

  88. 2017 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Grant Date | Shares Underlying PRSUs at Target (100%) (#) | Shares Underlying PRSUs at Maximum (250%) (#)(7) | Grant Date Fair Value ($) | | Lisa T. Su | 8/9/2017 | 295,857 | 739,642 | 5,082,823 | | Devinder Kumar | 8/9/2017 | 73,964 | 184,910 | 1,270,702 | | James R. Anderson | 8/9/2017 | 73,964 | 184,910 | 1,270,702 | | Forrest E. Norrod | 8/9/2017 | 73,964 | 184,910 | 1,270,702 | | Mark D. Papermaster | 8/9/2017 | 83,210 | 208,025 | 1,429,548 |

  89. 2017 SUMMARY COMPENSATION TABLE

    | Amounts shown in this column do not reflect dollar amounts actually received by the Named Executive Officers. Instead, the amounts represent the aggregate grant date fair value of option awards granted in the year indicated computed in accordance with ASC Topic 718. For a discussion of the assumptions made in the valuations reflected in this column, see Note 14 of the Notes to Consolidated Financial Statements in our Annual Report.(2) |

  90. 2017 SUMMARY COMPENSATION TABLE

    | Amounts represent cash performance bonuses paid under the EIP for fiscal 2017. See “Compensation Discussion and Analysis—Fiscal 2017 Compensation Elements—Annual Cash Performance Bonuses” above for more information about these payments, including the pre-established financial measures under the EIP.(3) |

  91. 2017 SUMMARY COMPENSATION TABLE

    | The following table sets forth the components of the amounts presented in the All Other Compensation column for fiscal 2017:(4) |

  92. 2017 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Matching Contributions to 401(k) ($) | Life Insurance Premiums Paid By Company ($) | Spousal Travel at Company Request(8) ($) | Total ($) | | Lisa T. Su | 12,150 | 2,464 | — | 14,614 | | Devinder Kumar | 12,150 | 1,465 | — | 13,615 | | James R. Anderson | 12,150 | 1,412 | 3,284 | 16,846 | | Forrest E. Norrod | 12,150 | 1,412 | 3,136 | 16,698 | | Mark D. Papermaster | 12,150 | 1,532 | 3,020 | 16,702 |

  93. 2017 SUMMARY COMPENSATION TABLE

    | The amount reported for each Named Executive Officer in the stock awards column for 2015 is greater than the corresponding amount reported in our 2015 Summary Compensation Table. In the fourth quarter of 2016, we learned that, due to an inadvertent error, our outside professional valuation consultant undervalued the accounting values of the PRSUs awarded to our Named Executive Officers during fiscal 2015 (the “2015 PRSUs”). The corrected accounting values of the 2015 PRSUs, which are reflected in the amount disclosed for each Named Executive Officer in the stock awards column for 2015 in this Summary Compensation Table, are: Dr. Su—$2,633,204; Mr. Kumar—$877,735; Mr. Anderson—$1,067,891; Mr. Norrod—$877,735; and Mr. Papermaster—$877,735. These amounts do not reflect dollar amounts actually received by the Named Executive Officers in respect of their 2015 PRSUs. Instead, these amounts represent the accounting values of the 2015 PRSUs computed in accordance with ASC Topic 718.(5) |

  94. 2017 SUMMARY COMPENSATION TABLE

    | For 2017, this amount includes $49,314 in connection with the payout of accrued vacation time due to Mr. Papermaster’s move from California to Texas per Company policy.(6) |

  95. 2017 SUMMARY COMPENSATION TABLE

    | The maximum number of shares that may be earned is capped at the number equal to (i) eight times the target value of the Named Executive Officer’s PRSU award, divided by (ii) the closing price of our common stock on the last day of the three-year performance period ending on August 9, 2020, or the date of a change of control of the Company, if earlier. See “Compensation Discussion and Analysis—Fiscal 2017 Compensation Elements—Long-Term Equity Awards” above for more information.(7) |

  96. 2017 SUMMARY COMPENSATION TABLE

    | Amounts represent the direct costs of commercial airline flights and other travel-related expenses paid for by us for the Named Executive Officer’s spouse, who accompanied such Named Executive Officer on business-related travel where the spouse’s participation was requested by us.(8) |

  97. 2017 NONQUALIFIED DEFERRED COMPENSATION

    2017 NONQUALIFIED DEFERRED COMPENSATION The following table shows information for the Named Executive Officers who have accounts in the Deferred Income Account Plan (the “DIA”), a non-qualified deferred compensation plan, in fiscal 2017. Except for amounts deferred and vested prior to January 1, 2005, the DIA is subject to Section 409A of the Code.

  98. 2017 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Devinder Kumar | — | — | 301,454 | — | 1,822,474 | | James R. Anderson | 51,442 | — | 11,324 | — | 89,823 | | Mark D. Papermaster | — | — | 2,757 | — | 24,643 |

  99. 2017 NONQUALIFIED DEFERRED COMPENSATION

    | Amount is included in the “Salary” column for fiscal 2017 of the “2017 Summary Compensation Table” above.(1) |

  100. 2017 NONQUALIFIED DEFERRED COMPENSATION

    | Represents the net amounts credited to or (debited) from the DIA accounts of Messrs. Kumar, Anderson and Papermaster as a result of the performance of the investment vehicles in which their accounts were deemed invested, as more fully described in the narrative disclosure below. These amounts do not represent above-market or preferential earnings (within the meaning of 17 CFR Section 229.402(c)(2)(viii)), and as a result are not reported in the “2017 Summary Compensation Table” above.(2) |

  101. 2017 NONQUALIFIED DEFERRED COMPENSATION

    We maintain the DIA, which allows eligible employees, including the Named Executive Officers, to voluntarily defer receipt of a portion of their salary, bonus and any commission payments until the date or dates selected by the participant. Participants may defer up to 50% of annual base salary and/or 100% of commissions and bonuses. Earnings on the deferred accounts are based on the performance of the investment funds selected by the participants. Participants make a deferral election, prior to the year in which the compensation is earned, that may not be terminated or changed during the year for which it was made. Generally, we make a discretionary contribution to the participant’s account if his or her annual base salary, minus his or her Section 401(k) contribution before the deferral, is greater than the annual compensation limit for Section 401(k) plans. The contribution, if any, is equal to the lesser of (i) 50% of the deferred compensation credited to the participant’s account for the year or (ii) a discretionary percentage of the participant’s base salary in excess of the eligible Section 401(k) compensation limit for the year minus the participant’s Section 401(k) contributions. For fiscal 2017, our discretionary contribution percentage under option (ii) above was 4.5%. Participants are 100% vested in the value of their accounts. Participants may select their desired benchmark investment fund(s) in which their accounts are deemed to be invested and may change their investment elections at any time, with such change effective as of the next business day. The amount of investment gain or loss that is credited to the participant’s account depends on the participant’s investment election. For 2017, we utilized investment funds in an array of asset classes, substantially aligned to those offered under our Section 401(k) plan. We have placed assets in mutual funds held in a Rabbi trust established for the DIA. For fiscal 2017, the investment return credited to Messrs. Kumar’s, Anderson’s and Papermaster’s DIA accounts was 19.8%, 21.9% and 12.6%, respectively, based on their investment elections for their respective DIA accounts. This investment return was calculated by taking the aggregate gain in fiscal 2017 and dividing it by the aggregate balance as of the beginning of fiscal 2017. The DIA accounts are distributed following a participant’s termination of employment with us unless the participant has elected an in-service withdrawal (scheduled or hardship withdrawal). At the time a participant makes his or her deferral election, he or she may elect a different form of distribution for such year’s deferred compensation. The participant may elect a single lump sum distribution or annual installment distributions over three to ten years. The default form of distribution is a single lump sum. A participant may change the form of distribution election, subject to the terms of the DIA. A participant may elect to withdraw all or part of his or her account while employed by us, subject to the terms of the DIA. The in-service withdrawal date must be at least two years after the plan year in which the election was made. An in-service withdrawal date may be changed, subject to the terms of the DIA. An unscheduled payment may also be made, subject to the terms of the DIA.

  102. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END The following table shows all outstanding equity awards held by the Named Executive Officers as of December 30, 2017. The equity awards reported in the Option Awards column consist of non-qualified stock options. The equity awards in the Stock Awards column consist of RSUs and PRSUs.

  103. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Lisa T. Su | | | | | | | | | | | | | | | | | 206,041(2) | 2,118,101 | | | | | | | | | | 230,015(3) | 2,364,554 | | | | | | | | | | 147,928(4) | 1,520,700 | | | | | | | | | | 1,545,308(7) | 15,885,766 | | | | | | | | | | 862,510(8) | 8,866,603 | | | | | | | | | | | | 295,857(9) | 3,041,410 | | | 129,472 | — | | 5.66 | 1/15/2019 | | | | | | | 26,952 | — | | 5.87 | 6/15/2019 | | | | | | | 300,553 | — | | 3.90 | 7/22/2020 | | | | | | | 627,643 | — | | 4.08 | 8/12/2021 | | | | | | | 447,599 | — | | 2.80 | 10/31/2021 | | | | | | | 1,118,999 | — | | 2.80 | 10/31/2021 | | | | | | | 924,572 | 462,287(10) | | 2.92 | 12/26/2022 | | | | | | | 323,838 | 453,376(13) | | 6.98 | 7/26/2023 | | | | | | | — | 347,577(14) | | 12.83 | 8/9/2024 | | | | | | Devinder Kumar | | | | | | | | | | | | | | | | | 257,593(5) | 2,648,056 | | | | | | | | | | 68,681(2) | 706,041 | | | | | | | | | | 65,718(3) | 675,581 | | | | | | | | | | 36,982(4) | 380,175 | | | | | | | | | | 515,103(7) | 5,295,259 | | | | | | | | | | 246,432(8) | 2,533,321 | | | | | | | | | | | | 73,964(9) | 760,350 | | | 35,589 | — | | 5.87 | 6/15/2019 | | | | | | | 726,556 | — | | 2.68 | 1/15/2020 | | | | | | | 255,470 | — | | 3.90 | 7/22/2020 | | | | | | | 313,821 | — | | 4.08 | 8/12/2021 | | | | | | | 190,165 | 125,056(12) | | 1.84 | 8/15/2022 | | | | | | | 92,525 | 129,536(13) | | 6.98 | 7/26/2023 | | | | | | | — | 86,894(14) | | 12.83 | 8/9/2024 | | | | | | James R. Anderson | | | | | | | | | | | | | | | | | 250,563(6) | 2,575,788 | | | | | | | | | | 71,589(6) | 735,935 | | | | | | | | | | 65,718(3) | 675,581 | | | | | | | | | | 36,982(4) | 380,175 | | | | | | | | | | 589,345(7) | 6,058,467 | | | | | | | | | | 246,432(8) | 2,533,321 | | | | | | | | | | | | 73,964(9) | 760,350 | | | 359,505 | 86,902(11) | | 2.58 | 6/19/2022 | | | | | | | 92,525 | 129,536(13) | | 6.98 | 7/26/2023 | | | | | | | — | 86,894(14) | | 12.83 | 8/9/2024 | | | | | | Forrest E. Norrod | | | | | | | | | | | | | | | | | 68,681(2) | 706,041 | | | | | | | | | | 65,718(3) | 675,581 | | | | | | | | | | 36,982(4) | 380,175 | | | | | | | | | | 515,103(7) | 5,295,259 | | | | | | | | | | 246,432(8) | 2,533,321 | | | | | | | | | | | | 73,964(9) | 760,350 | | | 414,697 | — | | 2.61 | 11/15/2021 | | | | | | | 208,425 | 125,056(12) | | 1.84 | 8/15/2022 | | | | | | | 92,525 | 129,536(13) | | 6.98 | 7/26/2023 | | | | | | | — | 86,894(14) | | 12.83 | 8/9/2024 | | | | |

  104. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    Outstanding Equity Awards at 2017 Fiscal Year-End (continued)

  105. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Mark D. Papermaster | | | | | | | | | | | | | | | | | 386,390(5) | 3,972,089 | | | | | | | | | | 68,681(2) | 706,041 | | | | | | | | | | 65,718(3) | 675,581 | | | | | | | | | | 41,605(4) | 427,699 | | | | | | | | | | 515,103(7) | 5,295,259 | | | | | | | | | | 246,432(8) | 2,533,321 | | | | | | | | | | | | 83,210(9) | 855,399 | | | 446,993 | — | | 5.76 | 11/15/2018 | | | | | | | 214,452 | — | | 5.87 | 6/15/2019 | | | | | | | 270,497 | — | | 3.90 | 7/22/2020 | | | | | | | 392,277 | — | | 4.08 | 8/12/2021 | | | | | | | 375,165 | 125,056(12) | | 1.84 | 8/15/2022 | | | | | | | 92,525 | 129,536(13) | | 6.98 | 7/26/2023 | | | | | | | — | 97,756(14) | | 12.83 | 8/9/2024 | | | | |

  106. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | The dollar value of these awards is calculated by multiplying the number of units by $10.28 per share, the last reported sales price of our common stock on December 29, 2017, the last trading day of fiscal 2017.(1) |

  107. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This RSU award vested 33(1)⁄3% on each of December 26, 2016 and 2017 and 33(1)⁄3% will vest on December 26, 2018.(2) |

  108. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This RSU award vested 33(1)⁄3% on August 9, 2017 and 33(1)⁄3% will vest on each of August 9, 2018 and 2019.(3) |

  109. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This RSU award vests 33(1)⁄3% on each of August 9, 2018, 2019 and 2020.(4) |

  110. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This RSU award vested 33% on January 15, 2017 and 67% on January 15, 2018.(5) |

  111. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This RSU award vested 33(1)⁄3% on each of June 19, 2016 and 2017 and 33(1)⁄3% will vest on June 19, 2018.(6) |

  112. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | The performance criteria for this PRSU was certified by the Compensation Committee to have achieved the milestone set forth for 250% of the target shares awarded. One-half of the earned shares were released in November 2016; the remaining shares in the table will vest on August 15, 2018, provided continued service through the end of the performance period.(7) |

  113. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | The performance criteria for this PRSU was certified by the Compensation Committee to have achieved the milestone set forth for 250% of the target shares awarded. One-half of the earned shares were released in August 2017; the remaining shares in the table will vest on August 9, 2019, provided continued service through the end of the performance period.(8) |

  114. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | The actual number of PRSUs that may be earned, if at all, is contingent upon the achievement of pre-established performance metrics over the Performance Period. Earned and vested PRSUs will generally be settled on the later of August 15, 2020, or the date following the Compensation Committee’s certification of performance. The number of PRSUs that may be earned is between 0% and 250% of the target number of PRSUs; provided that, the maximum number of PRSUs that may be earned is capped at the number equal to (i) eight times the target value of the PRSU award, divided by (ii) the closing price of the Company’s stock on the last day of a three-year performance period ending on August 9, 2020 (the “Performance Period”).(9) |

  115. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This option vested 33(1)⁄3% on December 26, 2016 and then vests 8(1)⁄3% quarterly for the next two years.(10) |

  116. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This option vested 33(1)⁄3% on June 19, 2016 and then vests 8(1)⁄3% quarterly for the next two years.(11) |

  117. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This option vested 33(1)⁄3% on August 15, 2016 and then vests 8(1)⁄3% quarterly for the next two years.(12) |

  118. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This option vested 33(1)⁄3% on July 26, 2017 and then vests 8(1)⁄3% quarterly for the next two years.(13) |

  119. OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END

    | This option vests 33(1)⁄3% on each of August 9, 2018, 2019 and 2020.(14) |

  120. GRANTS OF PLAN-BASED AWARDS IN 2017

    GRANTS OF PLAN-BASED AWARDS IN 2017 The following table sets forth all plan-based awards granted to the Named Executive Officers in fiscal 2017.

  121. GRANTS OF PLAN-BASED AWARDS IN 2017

    | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Plan Name | Grant Date | Compensation Committee Action Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/ Share) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Lisa T. Su | | | | | | | | | | | | | | | EIP | | | 1,387,500 | 2,775,000 | | | | | | | | | | 2004 Plan | 8/9/2017 | 8/2/2017 | | | 73,964 | 295,857 | 739,642 | | | | 5,082,823 | | | 2004 Plan | 8/9/2017 | 8/2/2017 | | | | | | 147,928 | | | 1,897,916 | | | 2004 Plan | 8/9/2017 | 8/2/2017 | | | | | | | 347,577 | 12.83 | 1,897,770 | | Devinder Kumar | | | | | | | | | | | | | | | EIP | | | 540,000 | 1,080,000 | | | | | | | | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | 18,491 | 73,964 | 184,910 | | | | 1,270,702 | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | | | | 36,982 | | | 474,479 | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | | | | | 86,894 | 12.83 | 474,441 | | James R. Anderson | | | | | | | | | | | | | | | EIP | | | 515,000 | 1,030,000 | | | | | | | | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | 18,491 | 73,964 | 184,910 | | | | 1,270,702 | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | | | | 36,982 | | | 474,479 | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | | | | | 86,894 | 12.83 | 474,441 | | Forrest E. Norrod | | | | | | | | | | | | | | | EIP | | | 530,000 | 1,060,000 | | | | | | | | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | 18,491 | 73,964 | 184,910 | | | | 1,270,702 | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | | | | 36,982 | | | 474,479 | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | | | | | 86,894 | 12.83 | 474,441 | | Mark D. Papermaster | | | | | | | | | | | | | | | EIP | | | 562,500 | 1,125,000 | | | | | | | | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | 20,802 | 83,210 | 208,025 | | | | 1,429,548 | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | | | | 41,605 | | | 533,792 | | | 2004 Plan | 8/9/2017 | 8/1/2017 | | | | | | | 97,756 | 12.83 | 533,748 |

  122. GRANTS OF PLAN-BASED AWARDS IN 2017

    | Amounts represent the estimated cash performance bonuses payable under the EIP for fiscal 2017. For the Named Executive Officers, the actual amounts paid under the EIP for fiscal 2017 are set forth in the “Non-Equity Incentive Plan Compensation” column of the “2017 Summary Compensation Table” above.(1) |

  123. GRANTS OF PLAN-BASED AWARDS IN 2017

    | Amounts represent PRSUs. See “Compensation Discussion and Analysis—Fiscal 2017 Compensation Elements—Long-Term Equity Awards” and “—Special Retention Awards” above for more information about the PRSUs, including the pre-established performance periods and performance measures, and see footnotes to the “Outstanding Equity Awards at 2017 Fiscal Year-End” table above for a description of the PRSU vesting schedules.(2) |

  124. GRANTS OF PLAN-BASED AWARDS IN 2017

    | Amounts represent time-based RSUs. See footnotes to the “Outstanding Equity Awards at 2017 Fiscal Year-End” table above for a description of the RSU vesting schedules.(3) |

  125. GRANTS OF PLAN-BASED AWARDS IN 2017

    | Amounts represent stock options. See footnotes to the “Outstanding Equity Awards at 2017 Fiscal Year-End” table above for a description of the stock option vesting schedules. The stock options expire seven years after the grant date.(4) |

  126. GRANTS OF PLAN-BASED AWARDS IN 2017

    | Amounts reflect the grant date fair value of the respective award computed in accordance with ASC Topic 718. Regardless of the value on the grant date, the actual value that may be realized from an award is contingent upon the satisfaction of the applicable conditions to vesting of that award, and for stock options, also upon the excess of AMD’s stock price over the exercise price. With respect to the PRSUs, in accordance with SEC rules, amounts reflect the fair value at the grant date based upon the probable outcome of the performance conditions and represent the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these amounts, see Note 14 of the Notes to Consolidated Financial Statements in our Annual Report.(5) |

  127. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO For 2017:

  128. CHIEF EXECUTIVE OFFICER PAY RATIO

    | • | the annual total compensation for the median employee of the Company (other than our Chief Executive Officer) was $89,909; and |

  129. CHIEF EXECUTIVE OFFICER PAY RATIO

    | • | the annual total compensation of our Chief Executive Officer was $10,894,821(1). |

  130. CHIEF EXECUTIVE OFFICER PAY RATIO

    Based on this information, for 2017 the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee was 121 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. As permitted by SEC rules, to identify our median employee, we selected “total estimated compensation” which we calculated as annual base pay plus the estimated bonus for 2017 plus the grant value of stock awards, as the compensation measure to be used to compare the total compensation of our employees in our seven largest countries of employment as of December 1, 2017 (which consisted of approximately 8,965 individuals or 97.1% of our total employee population—see the below table for a full list of included and excluded countries). We annualized base pay and estimated bonus for any regular employees who commenced work during 2017 and did not annualize these amounts for temporary and seasonal employees. Using this approach, we determined that our median employee was a Design Engineer based in the United States.

  131. OPTION EXERCISES AND STOCK VESTED IN 2017

    OPTION EXERCISES AND STOCK VESTED IN 2017 The following table shows the value realized by the Named Executive Officers as a result of the exercise of stock options and stock awards that vested during fiscal 2017.

  132. OPTION EXERCISES AND STOCK VESTED IN 2017

    | Name (a) | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($)(1) (e) | | Lisa T. Su | 775,000 | 4,942,683 | 1,467,790 | 18,778,230 | | Devinder Kumar | 391,019 | 2,751,655 | 515,497 | 6,266,625 | | James R. Anderson | 75,000 | 556,500 | 601,435 | 7,527,511 | | Forrest E. Norrod | 150,000 | 1,749,089 | 511,752 | 6,476,799 | | Mark D. Papermaster | — | — | 589,100 | 7,068,218 |

  133. OPTION EXERCISES AND STOCK VESTED IN 2017

    | Value is the market price of our common stock on the date of vesting multiplied by the number of vested shares.(1) |

  134. ITEM 4—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)

    | • | Pay-for-Performance is Important. The Compensation Committee places a strong emphasis on performance-based compensation. To this end, approximately 91% of Dr. Su’s and 83% of the other Named Executive Officer’s aggregate total direct compensation opportunity (i.e., base salary, annual target cash performance bonus opportunity and target value of annual long-term equity awards for 2017) was in the form of a cash performance bonus and long-term equity awards. |