DEF 14A of Advanced Micro Devices Inc, Mar 31, 2023

DEF 14A of Advanced Micro Devices Inc

Filed Mar 31, 2023 · FY20220001193125-23-088096

Open on EDGAR

  1. Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at

    | | Page | | 2022 SUMMARY COMPENSATION TABLE | 71 | | OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END | 73 | | GRANTS OF PLAN-BASED AWARDS IN 2022 | 75 | | OPTION EXERCISES AND STOCK VESTED IN 2022 | 76 | | 2022 NONQUALIFIED DEFERRED COMPENSATION | 77 | | SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS | 78 | | CHIEF EXECUTIVE OFFICER PAY RATIO | 86 | | PAY VERSUS PERFORMANCE TABLE | 87 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 90 | | AUDIT AND FINANCE COMMITTEE REPORT | 91 | | ITEM 2—APPROVAL OF THE ADVANCED MICRO DEVICES, INC. 2023 EQUITY INCENTIVE PLAN | 92 | | Why the Board is Seeking Approval of the 2023 Plan | 92 | | Provisions Designed to Protect Stockholders | 93 | | Key Equity Metrics | 94 | | Summary of the 2023 Plan | 95 | | Federal Tax Aspects | 99 | | Amendment and Termination of the 2023 Plan and Prohibition on Repricing or Exchange of Awards Without Stockholder Approval | 101 | | New Plan Benefits | 101 | | Summary | 101 | | Required Vote | 101 | | Recommendation of Board of Directors | 101 | | ITEM 3—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 102 | | Required Vote | 102 | | Recommendation of Board of Directors | 102 | | Independent Registered Public Accounting Firm’s Fees | 103 | | Pre-Approval Policies and Procedures | 103 | | ITEM 4—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”) | 104 | | Required Vote | 105 | | Recommendation of the Board of Directors | 105 | | ITEM 5—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES (“FREQUENCY OF SAY-ON-PAY”) | 106 | | Required Vote | 106 | | Recommendation of the Board of Directors | 106 | | INCORPORATION BY REFERENCE | 107 | | AVAILABLE INFORMATION | 107 | | EXHIBIT A—ADVANCED MICRO DEVICES, INC. 2023 EQUITY INCENTIVE PLAN | A-1 |

  2. ITEM 1—ELECTION OF DIRECTORS

    ITEM 1—ELECTION OF DIRECTORS Our Board currently consists of nine members. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following nine nominees: Ms. Nora M. Denzel, Mr. Mark Durcan, Mr. Michael P. Gregoire, Mr. Joseph A. Householder, Mr. John W. Marren, Mr. Jon A. Olson, Dr. Lisa T. Su, Mr. Abhi Y. Talwalkar, and Ms. Elizabeth W. Vanderslice for election to the Board at the Annual Meeting. In November 2022, Mr. John E. Caldwell retired from our Board after 16 years of service. Mr. Caldwell’s decision to retire was not due to any disagreement with the company. Ms. Denzel was appointed Lead Independent Director and Chair of the Nominating and Corporate Governance Committee to replace Mr. Caldwell. The Board and AMD thank Mr. Caldwell for his leadership and commitment over his tenure. 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. All of the directors attended the 2022 Annual Meeting of Stockholders.

  3. Director Experience, Skills and Qualifications

    Director Experience, Skills and Qualifications Our goal is to assemble a 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 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. They possess keen intellect and the highest integrity. Most of our directors have broad technology sector experience, including expertise in semiconductor technology, innovation and strategy. Several members of our 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.

  4. Director Nominees

    Director Nominees 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.

  5. Director Nominees

    | 8 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  6. Director Nominees

    | Nora M. Denzel Director since March 2014 and Lead Independent Director since November 2022 Age: 60 Board Committees: Chair of Nominating and Corporate Governance Committee and Member of Innovation and Technology Committee |

  7. Director Nominees

    Ms. Denzel served as interim Chief Executive Officer of Outerwall Inc. (an automated retail solutions provider) from January to August 2015. Prior to Outerwall, Ms. Denzel held various executive management positions from February 2008 through August 2012 at Intuit Inc. (a cloud financial management software company), including Senior Vice President of Big Data, Social Design and Marketing and Senior Vice President and General Manager of the QuickBooks Employee Management business unit. From 2000 to 2006, Ms. Denzel held several executive level positions at HP Enterprise, formerly, Hewlett-Packard Company (a technology software, services and hardware provider), including Senior Vice President and General Manager, Software Global Business Unit from May 2002 to February 2006 and Vice President of Storage Organization from August 2000 to May 2002. Prior to HP Enterprise, Ms. Denzel held executive positions at Legato Systems Inc. (a data storage management software company purchased by EMC Corporation) and International Business Machines Corporation (IBM) (an information technology company). Ms. Denzel has been a member of the board of directors of Gen Digital Inc. (formerly, NortonLifelock, Inc.) since December 2019 and SUSE S.A. since May 2021. Ms. Denzel was a director of Telefonaktiebolaget LM Ericsson from March 2013 to March 2023, and Talend SA from 2017 to 2021. She served for ten years on the non-profit board of AnitaB.org, which is dedicated to attracting more women into technology. She is NACD Directorship Certified and 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 is a seasoned business executive with over 25 years of operational experience in key senior technology positions. She brings to the Board substantial experience in the areas of executive leadership, technology and software engineering. She also provides corporate governance insight from her past and present service on private and public company boards.

  8. Director Nominees

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 9 |

  9. Director Nominees

    | Mark Durcan Director since October 2017 Age: 62 Board Committees: Chair of Compensation and Leadership Resources Committee and Member of Innovation and Technology Committee |

  10. Director Nominees

    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, Process 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, the Supervisory Board at ASML Holding NV. since April 2020, and the Board of Natural Intelligence Systems Inc. since 2021, a private company. He also serves as a director of St. Luke’s Medical System, a not-for-profit hospital and health care system in Idaho, and on the Board of Trustees of Rice University. Mr. Durcan served on the board of directors of Veoneer, Inc. from 2018 to April 2022. Mr. Durcan holds a Bachelor of Science degree in Chemical Engineering and a Master of Chemical Engineering degree from Rice University. Director Qualifications: Mr. Durcan is a seasoned business executive with 32 years of experience in the semiconductor industry. He brings to the Board substantial experience in the areas of executive leadership, strategic planning, finance and corporate governance.

  11. Director Nominees

    | 10 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  12. Director Nominees

    | Michael P. Gregoire Director since November 2019 Age: 57 Board Committees: Member of Compensation and Leadership Resources Committee and Nominating and Corporate Governance Committee |

  13. Director Nominees

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

  14. Director Nominees

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 11 |

  15. Director Nominees

    | Joseph A. Householder Director since September 2014 Age: 67 Board Committees: Chair of Audit and Finance Committee and Member of Nominating and Corporate Governance Committee |

  16. Director Nominees

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

  17. Director Nominees

    | 12 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  18. Director Nominees

    | John W. Marren Director since February 2017 Age: 60 Board Committees: Member of Audit and Finance Committee |

  19. Director Nominees

    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 serves as a director of Impossible Foods, Inc., a private company. He is a Trustee of the University of California, Santa Barbara, and he serves on the US Olympic and Paralympic Foundation Board. Mr. Marren served on the board of directors of Poshmark Inc. from 2018 to 2022. Mr. Marren holds a Bachelor of Science degree in Electrical Engineering from the University of California, Santa Barbara. Director Qualifications: Mr. Marren brings to the Board extensive experience with financial management and technology, as well as capital market expertise as a result of his prior work at TPG Capital and Morgan Stanley. Mr. Marren also provides the Board with valuable corporate governance insight from his past and present service on private and public company boards.

  20. Director Nominees

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 13 |

  21. Director Nominees

    | Jon A. Olson Director since February 2022 Age: 69 Board Committees: Member of Audit and Finance Committee |

  22. Director Nominees

    Mr. Olson served as a director of Xilinx, Inc. from May 2020 until February 2022 when Xilinx was acquired by AMD. He also served as the Chief Financial Officer of Xilinx from June 2005 until his retirement in July 2016. While serving as Chief Financial Officer, he also held a variety of other senior management positions at Xilinx, including most recently as Executive Vice President from May 2014 to July 2016 and, prior to that, Senior Vice President of Finance from August 2006 to May 2014 and Vice President of Finance from June 2005 to August 2006. Prior to joining Xilinx, Mr. Olson spent more than 25 years at Intel Corporation, serving in a variety of positions from 1979 to 2005, including Vice President of Finance and Enterprise Services and Director of Finance. Mr. Olson currently serves on each of the board of directors of Kulicke & Soffa (a supplier of semiconductor and electronic assembly solutions) and Rocket Lab USA, Inc. (a provider of launch and space systems). Mr. Olson previously served on the board of directors of Mellanox Technologies, Ltd. (a supplier of computer networking products) from June 2018 until April 2020 when Mellanox was acquired by Nvidia Corporation. He also served on the board of directors of HomeUnion, Inc. (an online investment management platform dedicated to the residential real estate market) from November 2018 until November 2019 when HomeUnion was acquired by Mynd Property Management. From August 2016 to November 2018, he was an advisor to HomeUnion’s board of directors. Mr. Olson also served on the board of directors of InvenSense, Inc. (a provider of MEMS sensor platforms) from October 2011 until May 2017 when InvenSense was acquired by TDK Corporation. Director Qualifications: Mr. Olson’s qualifications include his more than 30 years of experience in senior roles of financial responsibility in the semiconductor industry, together with his track record of growing profitable businesses and his experience at various semiconductor and technology companies.

  23. Director Nominees

    | 14 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  24. Director Nominees

    | Dr. Lisa T. Su Director since October 2014 and Chair of the Board since February 2022 Age: 53 |

  25. Director Nominees

    Dr. Lisa T. Su is AMD’s Chair, President and Chief Executive Officer. She has served on AMD’s Board of Directors since October 2014 and was named Chair of the Board in February 2022. She has been AMD’s President and Chief Executive Officer since October 2014. Previously, from July 2014 to October 2014, she was Chief Operating Officer responsible for AMD’s business units, sales, and global operations teams. Dr. Su joined AMD in January 2012 as Senior Vice President and General Manager, Global Business Units and was responsible for driving end-to-end business execution of AMD products and solutions. Prior to joining AMD, Dr. Su served as Senior Vice President and General Manager, Networking and Multimedia at Freescale Semiconductor, Inc. (a semiconductor manufacturing company) responsible for global strategy, marketing and engineering for embedded communications and applications processor business. Dr. Su joined Freescale in 2007 as Chief Technology Officer, where she led technology roadmap and research and development efforts. Dr. Su spent the previous 13 years at IBM in various engineering and business leadership positions, including Vice President of the Semiconductor Research and Development Center responsible for the strategic direction of IBM’s silicon technologies, joint development alliances and semiconductor R&D operations. Prior to IBM, she was a member of the technical staff at Texas Instruments Incorporated from 1994 to 1995. Dr. Su has Bachelor of Science, Master of Science and Doctorate degrees in Electrical Engineering from the Massachusetts Institute of Technology (MIT). She has published more than 40 technical articles and was named a Fellow of the Institute of Electronics and Electrical Engineers in 2009. In 2018, Dr. Su was elected to the National Academy of Engineering and received the Global Semiconductor Association’s Dr. Morris Chang Exemplary Leadership Award. In 2020, Fortune named Dr. Su #2 on its “Business Person of the Year” list and she was elected to the American Academy of Arts & Science. In 2021, she was recognized by the IEEE with its highest semiconductor honor, the Robert N. Noyce Medal and was appointed by President Biden to the President’s Council of Advisors on Science and Technology. She has been a member of the board of directors of Cisco Systems, Inc. since January 2020 and also serves on the board of directors for the Semiconductor Industry Association. 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.

  26. Director Nominees

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 15 |

  27. Director Nominees

    | Abhi Y. Talwalkar Director since June 2017 Age: 59 Board Committees: Chair of Innovation and Technology Committee and Member of Compensation and Leadership Resources Committee |

  28. Director Nominees

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

  29. Director Nominees

    | 16 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  30. Director Nominees

    | Elizabeth W. Vanderslice Director since February 2022 Age: 59 Board Committees: Member of Compensation and Leadership Resources Committee and Nominating and Corporate Governance Committee |

  31. Director Nominees

    Ms. Vanderslice has served as a partner at Trewstar Corporate Board Services, a firm specializing in the placement of diverse candidates on corporate boards, since February 2019. She served on the board of Xilinx, Inc. from December 2000 through its acquisition by AMD in February 2022. From 1999 to 2001, Ms. Vanderslice served as a general manager of Lycos, Inc. through its acquisition. From 1996 to 1999, Ms. Vanderslice was CEO of Wired Digital, Inc., a spin-off of Wired Ventures, Inc., and a member of the boards of both Wired Digital, Inc. and Wired Ventures, Inc. before leading the company’s acquisition by Lycos, Inc. Prior to joining Wired Digital in early 1995, Ms. Vanderslice served as a principal in the investment banking firm Sterling Payot Company, which raised the capital to launch Wired Magazine. She was also a Vice President at H.W. Jesse & Co. (an investment banking firm). In addition, she worked for the IBM Corporation from 1986-1990. She holds her Masters of Business Administration from the Harvard Business School and Bachelor of Science degree in Computer Science from Boston College. Ms. Vanderslice is an Aspen Institute Henry Crown Fellow and was a member of the Young Presidents’ Organization (YPO) and the World Presidents’ Organization (WPO). She also serves as a Trustee of Boston College. Director Qualifications: Ms. Vanderslice brings over 25 years of board and general management experience in the technology industry, including 21 years as a member of the Xilinx board, CEO of an internet company, and a background in computer science and systems engineering.

  32. Director Nominees

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 17 |

  33. Board Diversity Matrix

    Board Diversity Matrix Annually, we look at and assess the composition of our Board across a broad range of criteria, including, but not limited to, industry and geographic experience, skills, education, and diversity. The demographic information presented below is based on voluntary self-identification by each director nominee.

  34. Board Diversity Matrix

    | Identity | Denzel | Durcan | Gregoire | Householder | Marren | Olson | Su | Talwalkar | Vanderslice | | Gender Expression | | | | | | | | | | | Male | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | Female | ✓ | | | | | | ✓ | | ✓ | | Non-Binary | | | | | | | | | | | Undisclosed | | | | | | | | | | | Demographic Identity | | | | | | | | | | | African American or Black | | | | | | | | | | | Alaskan Native or Native American | | | | | | | | | | | Asian | | | | | | | ✓ | ✓ | | | Hispanic or Latinx | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | White | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | Two or More Races or Ethnicities | | | | | | | | | | | LGBTQ+ | | | | | | | | | | | Undisclosed | | | | | | | | | |

  35. Board Diversity Matrix

    Directors who Identify as Middle Eastern: 1

  36. 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.

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

    | Director | Name of the Company | Term of Past Directorship | | Nora M. Denzel | Telefonaktiebolaget LM Ericsson | 2013—2023 | | | Talend SA | 2017—2021 | | Mark Durcan | Veoneer, Inc. | 2018—2022 | | Michael P. Gregoire | CA Technologies | 2013—2018 | | | Automatic Data Processing, Inc. | 2014—2019 | | Joseph A. Householder | Infraestructura Energetica Nova, S.A.B. de C.V. | 2013—2020 | | John W. Marren | Poshmark Inc. | 2018—2022 | | Jon A. Olson | Mellanox Technologies, Ltd. | 2018—2020 | | | Xilinx, Inc. | 2020—2022 | | Lisa T. Su | Analog Devices, Inc. | 2012—2020 | | Elizabeth W. Vanderslice | Xilinx, Inc. | 2000—2022 |

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

    | 18 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  39. 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 2024 annual meeting of stockholders must be a stockholder of record, both when they give us notice and at our 2024 annual meeting, must be entitled to vote at our 2024 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 2024 annual meeting of stockholders, the notice must be delivered between January 19, 2024 and February 18, 2024. However, if our 2024 annual meeting of stockholders is not held within 30 days of May 18, 2024, 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 2024 annual meeting was made or the day the notice of our 2024 annual meeting is mailed. The public announcement of an adjournment or postponement of our 2024 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:

  40. Consideration of Stockholder Nominees for Director

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

  41. Consideration of Stockholder Nominees for Director

    | • | principal occupation and employment; |

  42. Consideration of Stockholder Nominees for Director

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

  43. Consideration of Stockholder Nominees for Director

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

  44. Consideration of Stockholder Nominees for Director

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

  45. 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; |

  46. 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 |

  47. Consideration of Stockholder Nominees for Director

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

  48. Consideration of Stockholder Nominees for Director

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

  49. Consideration of Stockholder Nominees for Director

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

  50. Consideration of Stockholder Nominees for Director

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

  51. Consideration of Stockholder Nominees for Director

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

  52. 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.

  53. Consideration of Stockholder Nominees for Director

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 19 |

  54. Consideration of Stockholder Nominees for Director

    In addition, our bylaws permit certain of our stockholders who have beneficially owned 3% or more of our outstanding common stock continuously for at least three years to submit nominations to be included in our proxy materials for up to 20% of the total number of directors then serving. Notice of proxy access director nominations must be delivered to our principal executive offices, at Advanced Micro Devices, Inc., 2485 Augustine Drive, Santa Clara, California 95054, Attention: Corporate Secretary, no earlier than 150 days or no later than 120 days prior to the first anniversary of the date the proxy materials were released in connection with the preceding year’s annual meeting. For our 2024 annual meeting of stockholders, the notice must be delivered between November 2, 2023, and no later than the close of business on December 2, 2023. The nominating stockholder or group of stockholders that intend to present at the 2024 annual meeting of stockholders must submit the following for each proxy access director nominee and nominating stockholder or group of stockholders:

  55. Consideration of Stockholder Nominees for Director

    | • | a Schedule 14N; |

  56. Consideration of Stockholder Nominees for Director

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

  57. Consideration of Stockholder Nominees for Director

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

  58. Consideration of Stockholder Nominees for Director

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

  59. Consideration of Stockholder Nominees for Director

    In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 19, 2024.

  60. DIRECTORS’ COMPENSATION AND BENEFITS

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | John E. Caldwell | 166,614 | 317,339 | 483,953 | | Nora M. Denzel | 149,409 | 211,527 | 360,936 | | Mark Durcan | 149,409 | 211,527 | 360,936 | | Michael P. Gregoire | 114,409 | 211,527 | 325,936 | | Joseph A. Householder | 139,409 | 211,527 | 350,936 | | John W. Marren | 114,409 | 211,527 | 325,936 | | Jon A. Olson | 99,698 | 257,423 | 357,121 | | Abhi Y. Talwalkar | 134,409 | 211,527 | 345,936 | | Elizabeth W. Vanderslice | 82,500 | 257,423 | 339,923 |

  61. 2022 Executive Compensation Program – Highlights

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

  62. 2022 Executive Compensation Program – Highlights

    | • | Aligns our Named Executive Officers’ interests with those of our stockholders through long-term equity-based awards, including performance-based restricted stock units (“PRSUs”) tied to relative market stock price performance and achievement of ambitious earnings growth targets. |

  63. 2022 Executive Compensation Program – Highlights

    | • | Long-term equity awards (the ultimate value of which depend on our stock price) continued to be the largest element of compensation, representing approximately 87% of our Chief Executive Officer’s target total direct compensation and approximately 81% of the average target total direct compensation of our other Named Executive Officers; and |

  64. 2022 Executive Compensation Program – Highlights

    | • | 100% of the target annual incentive bonuses payable to our Named Executive Officers was tied to the achievement of pre-established financial and strategic milestone goals for the 2022 fiscal year that aligned with our annual operating plan (which included projected contributions from Xilinx for the second, third and fourth quarters of fiscal 2022). |

  65. Executive Compensation Policies and Practices

    | Policy/Practice | Summary | | Clawback/Recovery Rights | We have the right to recoup (“clawback”) incentive-based and other compensation (including equity awards) paid or granted to an employee (including any Named Executive Officer) in the event of certain misconduct by the employee. | | One-year minimum vesting period for equity awards | Our 2004 Plan and the Xilinx 2007 Plan require a minimum one-year vesting period, subject to limited exceptions such as death, disability, termination of employment or a change of control of AMD. | | Change of control payments are “double-trigger” and capped | Our change of control agreements are “double-trigger”, meaning payments will be made only if there is an involuntary termination of employment without cause or constructive discharge following a change of control. Further, since March 2010 we have not and will not enter into change of control agreements that provide cash change of control payments that exceed (i) two times the sum of base salary and target annual incentive bonus plus (ii) the pro-rated target annual incentive bonus for the year in which the termination of employment occurs. | | No new excise tax gross-ups | Since April 2009, we have not and will not enter into any change of control agreement or arrangement with a Named Executive Officer that provides for an excise tax gross-up payment. | | Limited perquisites | We provide limited perquisites or other personal benefits to our Named Executive Officers and generally provide air and other travel for our Named Executive Officers for business purposes only. Our policy has been to require our Named Executive Officers to use commercial aircraft where feasible for all travel (business and personal). Named Executive Officers are permitted to use Company aircraft for all business flights. | | Anti-hedging and pledging policy | We prohibit our employees (including our Named Executive Officers and Directors) from hedging AMD securities. Pledging of AMD securities is not permitted without the preapproval of the Nominating and Governance Committee of our Board which is only granted in very limited circumstances. None of our Named Executive Officers or Directors currently have pledged any shares. | | Incentive compensation amounts are subject to payment thresholds and maximums | Our annual cash performance bonuses and 2022 annual PRSU awards have aggressive and challenging performance requirements that must be achieved to receive target payment and are subject to maximum potential payment in relation to the target award. | | Stock ownership requirements | We have robust stock ownership requirements for our Chief Executive Officer and other Named Executive Officers. | | Compensation risk assessment | The Compensation Committee conducts an annual risk assessment of our compensation policies and practices to ensure that our programs are not reasonably likely to have a material adverse effect on us. |

  66. Competitive Compensation

    Competitive Compensation We operate in a highly competitive business environment; therefore, it is imperative that we recruit and retain top leadership and industry experts to guide and execute our business strategy. This requires that we offer competitive compensation. Accordingly, the Compensation Committee seeks to compensate our Named Executive Officers at competitive levels with compensation for executives in similar positions at a group of peer companies (set forth below), which the Compensation Committee believes reflects the current competitive market for executive talent. In making its compensation decisions, the Compensation Committee also considers a number of other factors, including the scope of responsibility of each Named Executive Officer, internal pay comparisons and the retention value of each Named Executive Officer’s unvested long-term equity award holdings, as well as its assessment of each Named Executive Officer’s performance and expected future contributions and impact on the organization. Generally, the Compensation Committee seeks to position each Named Executive Officer’s target total direct compensation between the 50th and 75th percentile of the competitive market (the “Target Positioning”). A Named Executive Officer’s target total direct compensation may vary from the Target Positioning depending on the other factors. The compensation realized by a Named Executive Officer will reach the Target Positioning only if applicable performance targets are achieved and our stock price does not decline. However, if performance targets are exceeded and our Total Stockholder Return (“TSR”) surpasses the benchmark index, then the compensation realized by the Named Executive Officer could be substantially greater than the Target Positioning. For 2022, the actual total target direct compensation was generally consistent with our Target Positioning and the realized compensation was higher because of our long-term stock price gains and our operational and financial performance.

  67. Align Pay Practices with Sound Risk Management

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

  68. 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; |

  69. How We Make Compensation Decisions

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

  70. How We Make Compensation Decisions

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

  71. 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, evaluation of our stock ownership guidelines, and assessment of severance and change of control arrangements; |

  72. How We Make Compensation Decisions

    | • | the effectiveness of our Employee Stock Purchase Plan by benchmarking the salient provisions of similar plans within our compensation peer group; and |

  73. How We Make Compensation Decisions

    In the course of its engagement, Compensia attended meetings of the Compensation Committee and, where applicable, presented its findings and recommendations for discussion. Compensia also consulted frequently with members of the Compensation Committee and met with members of senior management to obtain and validate market data, review materials, and discuss management’s compensation recommendations. Role of Management The Compensation Committee is supported by our Chief Executive Officer (other than with respect to her own compensation) and other members of management. The Compensation Committee considers the input of these individuals to formulate the specific plan and award designs, including performance measures and performance levels, necessary to align our executive compensation program with our business objectives and strategies. These individuals did not attend either executive sessions or portions of any meetings of the Compensation Committee or our Board where their own compensation was discussed or determined. During the Compensation Committee’s annual review of executive compensation, our Chief Executive Officer reviews with the Compensation Committee her performance evaluations of each of our other Named Executive Officers and her compensation recommendations for those Named Executive Officers. 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, while taking into account the practices of our peers and industry best practices. Methodology Used to Perform the Competitive Pay Analysis To assist the Compensation Committee in its review of the 2022 compensation for our Named Executive Officers, Compensia provided a competitive pay analysis in February 2022 that set forth compensation data developed from publicly available information, as of December 2021, of the companies included in a custom peer group (the “2022 Executive Compensation Peer Group”). In May 2022, Compensia provided the Compensation Committee an updated competitive pay analysis that reflected AMD’s and peer group financial data as of April 14, 2022, and updated AMD’s 30-day average stock price as of that date. To develop the 2022 Executive Compensation Peer Group, the Compensation Committee reviewed the group of companies comprising the then-existing compensation peer group in November 2021, with particular reference to their industry (i.e., business segment and key competitors), revenues (generally 50% to 200% of our revenues for the trailing four fiscal quarters) and market capitalization (generally 30% to 300% of our market capitalization), in each case based on publicly available information as of October 26, 2021. The Compensation Committee selected these latter two metrics because, based on Compensia’s analysis and holding all other factors constant, revenue has the greatest correlation to cash compensation levels and market capitalization has the greatest influence on equity compensation levels. Based on this review, the Compensation Committee removed Skyworks Solutions, Inc. because it was below the target range for both revenue and market capitalization, and removed Xilinx, Inc. because it was below the target range for revenue, at the lower end of the target range for market capitalization, and was then pending acquisition by AMD (which was subsequently completed on February 14, 2022). Also based on this review, and in order to improve the statistical sampling of the peer group, the Compensation Committee added Adobe Inc. and Intuit Inc., each of which fit within the applicable criteria and is included in competitive benchmark sets for other high profile semiconductor companies. Our revenues for the trailing four fiscal quarters ended December 25, 2021, would have placed us in approximately the 52nd percentile of the 2022 Executive Compensation Peer Group based on publicly available information. The Compensation Committee believes that the composition of the 2022 Executive Compensation Peer Group reflects an appropriate set of comparator companies for purposes of assessing our executive compensation program.

  74. How We Make Compensation Decisions

    The Compensation Committee used the 2022 Executive Compensation Peer Group competitive pay analysis developed by Compensia as its reference source in analyzing the competitiveness of our Named Executive Officers’ compensation. As compared to the 2022 Executive Compensation Peer Group, AMD’s fiscal 2022 and fiscal 2021 annual revenue was approximately $23.6 billion and $16.4 billion, respectively. The companies comprising the 2022 Executive Compensation Peer Group are as follows:

  75. Fiscal 2022 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 financial goals (weighted 80%) and strategic milestones (weighted 20%), subject to Compensation Committee discretion to increase or decrease the amount of the bonus | Motivates and rewards achievement of key financial results for the year | Annual target cash performance bonus opportunity determined annually as a percentage of base salary based on the executive’s experience, individual role and responsibilities, and individual performance, and the competitive market data | | Long-Term Incentive Plan Awards (LTI Awards) | Performance- Based Restricted Stock Units (PRSUs) | Variable compensation with payout in shares based on (i) stock price performance (absolute and relative to the performance of the S&P 500 Index) over a three-year performance period, and (ii) AMD’s non-GAAP EPS growth from 2022 through 2024 | Directly aligns interests of executives with long-term stockholder value creation by linking potential payouts to relative and absolute stock price performance and promotes retention | Intended target value of all LTI Awards is based on market data and individual role and responsibilities | | | Stock Options | Variable compensation based on increase in stock price from date of grant, subject to exercise of the stock option and time-based vesting; awards vest pro rata annually over four years and have seven-year term | Directly aligns interests of executives with long-term stockholder value creation, provides upside potential over a seven-year option term and promotes retention | | | | Restricted Stock Units (RSUs) | Variable compensation with payout in shares subject to time-based vesting; awards generally vest pro rata annually over four years | Directly aligns interests of executives with long-term stockholder value creation and promotes retention | |

  76. 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 short-term performance and the achievement of the principal goals of our annual operating plan. Each Named Executive Officers’ target bonus opportunity is a percentage of their base salary and is determined based on the competitive pay analysis conducted by the Compensation Committee as described above. For fiscal 2022, the target bonus opportunity was 200% of base salary for our CEO and 125% of base salary for the other Named Executive Officers which was unchanged from fiscal 2021. Under the fiscal 2022 EIP, the amount of each Named Executive Officer’s annual cash performance bonus was calculated based on (i) his or her target bonus opportunity, (ii) our corporate financial performance (weighted 80%) for fiscal 2022, as measured against pre-established performance levels (the “Financial Performance Targets”) and (iii) achievement of strategic milestones (weighted 20%) established with respect to key engineering, business, commercial/operational, and sales and culture metrics (the “Strategic Milestones”). The Financial Performance Targets and the Strategic Milestones were approved by the Compensation Committee in February 2022. Notwithstanding achievement of the fiscal 2022 performance goals, the Compensation Committee has discretion under the EIP to increase or reduce any Named Executive Officer’s annual cash performance bonus. The non-management members of our Board has discretion to increase or reduce our CEO’s annual cash performance bonus. For fiscal 2022, the Compensation Committee exercised that discretion in the form of an individual performance factor as described below.

  77. Annual Cash Performance Bonuses

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  78. Annual Cash Performance Bonuses

    The following illustrates how the 2022 annual cash performance bonuses under the EIP were calculated: Financial Performance Targets The Compensation Committee used the following financial performance measures and weightings as the Financial Performance Targets for the fiscal 2022 EIP:

  79. Annual Cash Performance Bonuses

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

  80. Annual Cash Performance Bonuses

    The Compensation Committee chose adjusted non-GAAP net income as a performance measure because it is a fair measure of our profitability and a valid metric for comparison, which the Compensation Committee believes is directly tied to enhanced stock price performance. The Compensation Committee assigned it a weight of 50% because it is a key short-term financial measure for the operation of our business and is a measure of significant importance to our stockholders. For purposes of the fiscal 2022 EIP, our “adjusted non-GAAP net income” was calculated by adjusting our fiscal 2022 GAAP net income for (i) non-GAAP financial adjustments such as a loss on debt redemption/conversion, non-cash interest expense related to convertible debt, stock-based compensation, equity income in investee, acquisition-related costs, amortization of acquired intangible assets, provision for income taxes associated with these adjustments and release of valuation allowance on deferred tax assets, and (ii) amounts accrued for fiscal 2022 annual cash performance bonuses. The Compensation Committee chose GAAP net 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. Finally, the Compensation Committee chose adjusted free cash flow as a performance measure because it believes effective cash management and cash generation are key components of our strategy and our annual operating plan, the successful execution of which should lower indebtedness, increase financial flexibility and ultimately drive improved company valuation and stock price performance. For purposes of the fiscal 2022 EIP, our “adjusted free cash flow” was calculated by adjusting our GAAP net cash provided by operating activities for (i) purchases of property and equipment and (ii) cash payments for fiscal 2021 bonuses (including bonuses made to Xilinx employees owed under the Xilinx bonus plan) which were paid in March and April 2022.

  81. Annual Cash Performance Bonuses

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  82. Annual Cash Performance Bonuses

    The following table sets forth the 2022 performance levels and comparable actual results for the EIP:

  83. Annual Cash Performance Bonuses

    | 2022 Executive Incentive Plan Financial Performance Targets (in millions) | | | | | | Financial Measure | (Threshold) | (Target) | (Maximum) | Actual Performance | | Adjusted Non-GAAP Net Income | $4,992 | $7,117 | $9,242 | $5,670 | | GAAP Net Revenue | $22,000 | $26,000 | $30,000 | $23,601 | | Adjusted Free Cash Flow | $3,266 | $5,111 | $6,956 | $3,666 |

  84. Annual Cash Performance Bonuses

    The performance levels (threshold, target and maximum) for each financial performance measure were established by the Compensation Committee in February 2022, in each case in consultation with senior management. The performance levels were structured using our 2022 operating plan as a benchmark to align with our fiscal 2022 financial objectives (which included projected synergies and contributions from Xilinx for the second through fourth fiscal quarters) taking into account overall affordability of the bonus opportunities provided under the EIP for fiscal 2022. These targets were determined by the Compensation Committee to be appropriately aggressive. The threshold and maximum levels for each financial measure was determined by the Compensation Committee to provide for appropriate payout above or below target. For each performance measure, the level of performance required increases at a fixed rate between each performance level. Strategic Milestones For the Strategic Milestones, which account for 20% of the EIP Performance Factor, the Compensation Committee selected (a) new product tape outs and launches tied to specified internal targeted delivery dates, (b) achievement of various commercial/operations milestones relating to objectives for product yields and quality, inventory, brand awareness, customer satisfaction, commercial pipeline development, and (c) workforce diversity, equity and inclusion objectives. Each of the specific Strategic Milestones is highly confidential information so we try to balance that with giving our stockholders transparency. Providing our specific milestones would give competitors a greater sense of our internal goals, milestones, strategy, and timelines. Disclosure would allow our competitors to adjust their own strategy in a way that would cause us irreparable competitive harm in the highly competitive semiconductor industry. When approved, the Compensation Committee believed that each Strategic Milestone was challenging, yet reasonably achievable. Based on our performance relative to the Financial Performance Targets and Strategic Milestones, the fiscal 2022 EIP reached 42% achievement. The Compensation Committee set the 2022 EIP Performance Factor at 40% to allow for discretion for senior leadership to recognize exceptional individual performance. Individual Performance Factor For fiscal 2022, the Compensation Committee reviewed individual performance based on achievement of objective measures and goals in the areas of execution, leadership, and innovation/strategic planning (the “Individual Performance Factor”). At the end of fiscal 2022, our Chief Executive Officer assessed each Named Executive Officer’s performance, except her own, and made bonus recommendations to the Compensation Committee for each of them. The Compensation Committee then considered the Chief Executive Officer’s individual performance reviews and bonus recommendations, and independently assessed the company’s performance and the individual performance of the Chief Executive Officer and each of the other Named Executive Officers to determine the Individual Performance Factor. After consideration of the factors above, the Compensation Committee determined to award each Named Executive Officer, other than Mr. Peng, an Individual Performance Factor of 1.0 to reflect the leadership and continued execution that contributed to the company delivering strong performance across all businesses, including record annual revenue in 2022. In recognition of Mr. Peng’s leadership of AMD’s adaptive and embedded computing group which had a strong performance in fiscal 2022, the Compensation Committee awarded him an Individual Performance Factor of 1.25.

  85. Annual Cash Performance Bonuses

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  86. Annual Cash Performance Bonuses

    Based on its assessment of each of these factors and considering the company’s strong performance relative to our aggressive Financial Performance Targets and Strategic Milestones and the challenging macro environment, the Compensation Committee approved fiscal 2022 annual cash performance bonuses under the EIP for the Named Executive Officers as set forth below:

  87. Annual Cash Performance Bonuses

    | | 2022 EIP Bonus Calculation | | | | | | Named Executive Officer | Eligible Base Salary During Fiscal 2022 | Target Bonus Opportunity | 2022 EIP Performance Factor | 2022 Individual Performance Factor | 2022 EIP Bonus(1) | | Lisa Su | $1,148,500 | 200% | | 1.0 | $918,800 | | Devinder Kumar | $692,500 | 125% | | 1.0 | $346,250 | | Darren Grasby(2) | $603,300 | 125% | 40% | 1.0 | $301,650 | | Mark Papermaster | $750,000 | 125% | | 1.0 | $375,000 | | Victor Peng(3) | $675,000 | 125% | | 1.25 | $421,875 |

  88. 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.(1) |

  89. Annual Cash Performance Bonuses

    | Mr. Grasby’s eligible base salary during fiscal 2022 of £500,000 was converted from British pounds to U.S. dollars using an exchange rate of 1.2066 U.S. dollars per 1.00 British pound, which was the exchange rate reported by Bloomberg Financial as of December 31, 2022.(2) |

  90. Annual Cash Performance Bonuses

    | Mr. Peng commenced participation in the EIP effective April 1, 2022. His eligible base salary during fiscal 2022 was prorated from April 1, 2022. Pursuant to the terms of the merger agreement with Xilinx, he also received a cash bonus in the amount of $1,189,875 on May 31, 2022, per the terms of the Xilinx Executive Incentive Plan in respect of Xilinx’s performance for the second half of Xilinx’s fiscal 2022. Under the terms of his offer letter, Mr. Peng terminated his participation in the Xilinx Executive Incentive Plan effective March 31, 2022, and commenced participation in the EIP effective April 1, 2022. For a discussion of Mr. Peng’s offer letter, see “2022 Compensation Elements—Victor Peng Offer Letter” below.(3) |

  91. 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 are 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.

  92. 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 PRSU payments and stock price appreciation for exceptional performance). The Compensation Committee also believes that utilizing time-based equity incentives for a portion of our long-term equity awards is essential in promoting executive retention.

  93. Long-Term Equity Awards

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  94. Long-Term Equity Awards

    2022 Annual Equity Awards On June 23, 2022, the Compensation Committee and, in Dr. Su’s case, the non-management members of our Board, approved the following aggregate intended target values and annual equity awards under our 2004 Plan, each of which was granted to the listed Named Executive Officer on August 9, 2022:

  95. Long-Term Equity Awards

    | Named Executive Officer | PRSUs (Target # of Shares) | Time-Based RSUs | Time-Based Stock Options | Aggregate Intended Target Value(1) | | Lisa Su | 129,764 | 64,882 | 139,772 | $22,400,000 | | Devinder Kumar | 28,965 | 14,482 | 31,199 | $5,000,000 | | Darren Grasby | 34,758 | 17,379 | 37,439 | $6,000,000 | | Mark Papermaster | 43,448 | 21,724 | 46,798 | $7,500,000 | | Victor Peng(2) | 52,137 | 26,068 | 56,158 | $9,000,000 |

  96. Long-Term Equity Awards

    | Amounts reflect intended target value as approved in June 2022. The amounts reported in the 2022 Summary Compensation Table represent the grant date fair values (i.e., accounting values) of these awards computed in accordance with Accounting Standards Codification (ASC) Topic 718.(1) |

  97. Long-Term Equity Awards

    | Amounts shown for Mr. Peng do not include the sign-on equity award of 86,520 time-based RSUs that was granted to Mr. Peng on March 15, 2022, pursuant to the terms of his offer letter. For a discussion of Mr. Peng’s offer letter, see “2022 Compensation Elements—Victor Peng Offer Letter” below.(2) |

  98. Long-Term Equity Awards

    As reflected in the table above, the aggregate intended target value was converted into a mix of 50% PRSUs, 25% RSUs and 25% stock options using a conversion price of $86.31 (i.e., the average closing price of our common stock over the 30 trading-day period ending on August 9, 2022, the 2022 annual program’s grant date) and, for the stock options, also using an additional factor of 46.42% that correlates to the value we use for accounting purposes. The accounting values of these awards differ from the aggregate intended target values reported in the table above for various reasons, including: (a) the grant date closing price of our common stock (which is used in determining the accounting values) was higher than the conversion price, (b) each target PRSU has an accounting value that is approximately 126.65% of the fair market value of the underlying share of our common stock, and (c) the increase in our stock price between the June 23, 2022 approval date and the August 9, 2022 grant date impacted the accounting values of the time-based stock options. In approving the aggregate intended target value of each Named Executive Officer’s 2022 annual long-term equity award, the Compensation Committee (the non-management members of our Board for Dr. Su) reviewed data showing the market-competitive award levels based on the 2022 Executive Compensation Peer Group, the potential realizable value of each Named Executive Officer’s then-outstanding equity holdings, and the projected accounting cost of the awards based on information available as of June 23, 2022. Additionally, the Compensation Committee (the non-management members of our Board for Dr. Su) considered the potential realizable value of each Named Executive Officer’s then-outstanding equity holdings, our executive retention objectives and continuity within senior management and the following high-level corporate goals: achieve fiscal 2022 financial results, execute industry-leading roadmap and meet customer commitments. The achievement of these high-level goals drive our overall Company business strategy and, correspondingly, the attainment of the performance objectives in our long-term incentive compensation program. 2022 Annual PRSU Awards. The 2022 annual PRSU awards (the “2022 Annual 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”). The actual number of shares earned by each Named Executive Officer will be calculated as follows:

  99. Long-Term Equity Awards

    | • | Each Named Executive Officer will earn between 0% and 200% of his or her target number of shares (the “Initial Earned Shares”) depending on the return on our stock price relative to the total shareholder return of the S&P 500 Index over the period (Performance Period) beginning August 9, 2022 and ending August 9, 2025 (or, if earlier, the date of a change of control). |

  100. Long-Term Equity Awards

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  101. Long-Term Equity Awards

    | • | In alignment with our long-term growth strategy, we used EPS growth as an upside modifier to the award. If we meet or exceed challenging pre-established non-GAAP EPS growth targets from our 2022 to our 2024 fiscal year, award payouts will be increased to 125% or 150% of each Named Executive Officer’s Initial Earned Shares (if applicable, the “Adjusted Earned Shares”). In no event, however, will the Named Executive Officer’s Adjusted Earned Shares exceed 250% of his or her target number of shares. |

  102. Long-Term Equity Awards

    | • | If the return on our stock over the Performance Period is negative, then the total number of shares earned by each Named Executive Officer will be reduced to 50% of his or her Adjusted Earned Shares. If the return on our stock price over the Performance Period is equal to or greater than zero percent, then the total number of shares earned by each Named Executive Officer will be the number of his or her Adjusted Earned Shares. |

  103. Long-Term Equity Awards

    Any PRSUs that are earned will generally be settled on the later of August 15, 2025, or the date following the Compensation Committee’s certification of our performance achievement. 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 2022 Annual PRSUs under the terms of his or her employment or other agreement, as applicable. 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 $95.54 per share. The stock options vest (and become exercisable) as to one-fourth of the underlying shares on each of August 9, 2023, August 9, 2024, August 9, 2025 and August 9, 2026, 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, subject to earlier expiration if the Named Executive Officer’s employment with us terminates. 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 granted to our Named Executive Officers in 2022 vest as to one-fourth of the underlying shares on each of August 9, 2023, August 9, 2024, August 9, 2025 and August 9, 2026, 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). 2019 PRSUs – Performance Results The annual PRSUs that were granted to each of our Named Executive Officers (other than Mr. Peng) on August 9, 2019 (the “2019 PRSUs”) became earned and settled in August 2022 at 250% of target (i.e., maximum performance achievement). The Compensation Committee certified achievement at 250% of target as a result of our (a) total shareholder return exceeding the total shareholder return of the S&P 500 Index by more than 50 percentage points over the three-year performance period that began August 9, 2019 and ended August 9, 2022, and (b) achievement of fiscal 2021 non-GAAP earnings per share (“Non-GAAP EPS”) of $2.79, which represented a greater than 30% compound annual growth rate in our non-GAAP earnings per share from our fiscal 2019 Non-GAAP EPS of $0.64. 2019 Value Creation Awards On August 9, 2022, Dr. Su and Mr. Papermaster vested in 50% of their respective earned PRSUs under the Value Creation Awards granted to them on August 9, 2019 (the “VCAs”). As previously disclosed, the Compensation Committee certified achievement of the VCAs at 200% of target in November 2020. As a result, each PRSU under the VCAs represents the right to receive two shares of our common stock. Accordingly, on August 9, 2022, Dr. Su and Mr. Papermaster received, respectively, 775,192 and 217,054 shares of our common stock in settlement of the vested portion of their VCAs. The remaining earned PRSUs under the VCAs will vest on August 9, 2024, generally subject to their continued service through such date.

  104. Long-Term Equity Awards

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  105. Long-Term Equity Awards

    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 granted 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. These “off cycle” awards are granted only on a limited basis.

  106. Victor Peng Offer Letter

    Victor Peng Offer Letter Upon Mr. Peng’s appointment as our President, Adaptive and Embedded Computing Group, the Compensation Committee approved, and we entered into, an offer letter with Mr. Peng effective March 8, 2022. Mr. Peng previously served as President and Chief Executive Officer of Xilinx and joined AMD on February 14, 2022, upon our acquisition of Xilinx. As a result of AMD’s acquisition of Xilinx, Mr. Peng was entitled, under the terms of his then-existing employment agreement with Xilinx, to resign for “good reason” and receive various severance payments and benefits. We highly valued Mr. Peng’s background, knowledge, experience and expertise, and considered Mr. Peng’s continued employment crucial to our post-acquisition business strategy and objectives with respect to our Adaptive and Embedded Computing Group. The terms of Mr. Peng’s offer letter were established through arm’s-length negotiation, taking into account comparable market data, Mr. Peng’s qualifications, experience and expected future contributions, and the severance payments and benefits he would forfeit under his Xilinx employment agreement if he elected not to resign his employment for “good reason”. Upon entering into the offer letter, Mr. Peng’s employment agreement with Xilinx was terminated and cancelled. Mr. Peng’s offer letter provides for the following key compensation and benefits:

  107. Victor Peng Offer Letter

    | • | Participation in the EIP beginning April 1, 2022, with a target bonus amount of 125% of base salary (prorated for fiscal 2022). |

  108. Victor Peng Offer Letter

    | • | A one-time sign-on RSU award granted on March 15, 2022, with an aggregate intended target value of $10,000,000, which was then converted into a fixed number of time-based RSUs using a conversion price of $115.58 (i.e., the average closing price of our common stock over the 30 trading-day period ending on the grant date). The time-based RSUs covered by this award vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, subject to Mr. Peng’s continued service through each vesting date. |

  109. Victor Peng Offer Letter

    | • | A 2022 long-term equity incentive award having a target value of at least $9,000,000, and subject to the same vesting and other terms and conditions as the 2022 annual equity awards grant to our executive team members. |

  110. Victor Peng Offer Letter

    | • | A one-time sign-on cash payment in the lump-sum amount of $4,750,000. This payment is the equivalent of the cash severance that Mr. Peng would have received under his Xilinx employment agreement upon his resignation for “good reason.” |

  111. Victor Peng Offer Letter

    | • | Accelerated vesting of certain Xilinx equity awards that were assumed by AMD upon AMD’s acquisition of Xilinx (the “Assumed Xilinx Equity Awards”). Specifically, we agreed to accelerate vesting of that portion of any Assumed Xilinx Equity Award for which vesting would have accelerated upon Mr. Peng’s resignation for “good reason” under his Xilinx employment agreement. The portion of any Assumed Xilinx Equity Award for which vesting did not accelerate pursuant to the offer letter will remain subject to the applicable vesting and other terms and conditions. |

  112. Victor Peng Offer Letter

    | • | Coverage under our standard Change of Control Agreement and participation under our Executive Severance Plan. |

  113. Victor Peng Offer Letter

    | • | Accelerated vesting, on a prorated basis, for any time-based RSUs or stock options (including any time-based Assumed Xilinx Equity Awards) held by Mr. Peng upon termination of employment if such termination otherwise entitles Mr. Peng to severance benefits under our Executive Severance Plan. |

  114. Jean Hu Offer Letter

    Jean Hu Offer Letter On January 8, 2023, Mr. Kumar announced his retirement as our Chief Financial Officer and Treasurer. On January 11, 2023, we announced that Ms. Jean Hu was appointed as our new Chief Financial Officer effective January 23, 2023. We entered into an offer letter with Ms. Hu dated January 8, 2023. Pursuant to her offer letter, Ms. Hu’s initial base salary will be $725,000, and she will be eligible for an annual performance bonus target amount of 125% of her base salary under AMD’s Executive Incentive Plan. Ms. Hu will also receive a sign-on award of performance-based restricted stock units with a target value of $5,000,000 that will vest over three years, and a long-term equity incentive award for the 2023 fiscal year with a target value of $7,500,000 will be recommended to the Compensation Committee subject to similar vesting and other terms and conditions as the annual long-term incentive awards granted to executives. In addition, Ms. Hu’s offer letter provides her with certain new hire “make whole” compensation designed primarily to make her whole for compensation opportunities that she forfeited upon her departure from her prior employer. This “make whole” compensation is comprised of (a) time-based restricted stock units with a target value of $12,000,000, and (b) a sign-on cash bonus of $2,000,000. The sign-on cash bonus is subject to repayment on a prorated basis if Ms. Hu’s service terminates within two years. Ms. Hu’s sign-on and make-whole equity awards will be subject to the terms and conditions of the 2004 Plan.

  115. Change of Control Agreements and Arrangements

    Change of Control Agreements and Arrangements Our Chief Executive Officer has an employment agreement that establishes her base salary and provides for annual incentive and long-term incentive awards under our approved plans (i.e., the EIP and 2004 Plan). In addition, the agreement provides for certain payments and benefits in the event of certain termination of employment scenarios, including following a change of control of AMD. For further information on this agreement, see the “Severance and Change in Control Arrangements” section beginning on page 78.

  116. Change of Control Agreements and Arrangements

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 65 |

  117. Change of Control Agreements and Arrangements

    With the exception of our Chief Executive Officer, each of our other Named Executive Officers is party to a change of control agreement with us. These agreements and the change-of-control provisions of Dr. Su’s employment agreement are designed to encourage the continued services of the covered Named Executive Officer in the event of a potential change of control of AMD and to allow for a smooth leadership transition upon such a change of control. In addition, these agreements and the change-in-control provisions in Dr. Su’s employment agreement are intended to provide incentives to the covered Named Executive Officer to effectively execute the directives of our Board, even in the event that such actions may result in the elimination of the Named Executive Officer’s position. In April 2009, AMD adopted a policy to not enter into any new change of control agreements or arrangements containing an excise tax gross-up provision. Our Named Executive Officers’ change of control agreements and the change-of-control provisions of Dr. Su’s employment agreement do not provide for excise tax gross-ups.

  118. Termination of Employment Required to Trigger Payments

    Termination of Employment Required to Trigger Payments Under the terms and conditions of these change of control agreements and the change-of-control provisions of Dr. Su’s employment agreement, each of our Named Executive Officers is eligible to receive certain specified payments and benefits only if (a) a “change of control” of us occurs and (b) the Named Executive Officer’s employment is terminated or the Named Executive Officer is constructively discharged within two years of the change of 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 of control of AMD. For a detailed description of these agreements and arrangements with our Named Executive Officers, as well as an estimate of the amounts payable under such agreements and arrangements as of the last day of fiscal 2022, see the “Severance and Change in Control Arrangements” section on page 78 below.

  119. 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, Dr. Su 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 Dr. Su pursuant to her employment agreement is reasonable and competitive and provides 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 Executive Vice Presidents and Senior Vice Presidents (the “Executive Severance Plan”). The Executive 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 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 Executive Severance Plan if he or she receives severance payments and benefits in connection with a change of control of AMD pursuant to his or her change of control agreement. The Compensation Committee believes that the Executive 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 2022, see the “Severance and Change in Control Arrangements” section on page 78 below.

  120. Devinder Kumar’s Retirement Transition Agreement and General Release

    | • | Twelve (12) months of accelerated vesting with respect to his outstanding unvested RSUs and stock options, and Mr. Kumar’s outstanding stock options will continue to be exercisable by him until the earlier of the second anniversary of his termination date or the option expiration date; |

  121. Other Compensation Policies

    Other Compensation Policies Compensation Recovery (“Clawback”) Rights 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 in the event of such individual’s direct involvement with fraud, misconduct or gross negligence which contributes to 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 (“clawback”) provision. The clawback 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 clawback 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, (a) with respect to awards granted in and after August 2015, we may recoup the award if the recipient violates the non-competition, non-solicitation or confidentiality terms of the award agreement as permitted under applicable law, or fails to comply with any agreement with us regarding inventions, intellectual property rights, or proprietary information or material, and (b) with respect to awards granted after May 2019, we may recoup the award if the recipient engages in certain workplace misconduct (including sexual harassment or age, sex or other prohibited discrimination) or a criminal act involving moral turpitude. The Compensation Committee may exercise these clawback rights by cancellation, forfeiture, repayment or disgorgement of any profits realized by the employee from the sale of our securities. We intend to further revise our compensation recovery provisions and policies as appropriate once The Nasdaq Stock Market LLC adopts an SEC-approved listing standard that complies with Exchange Act Rule 10D-1. 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 Chief Executive Officer should attain an investment position in our common stock equal to the lesser of (a) six times her

  122. Other Compensation Policies

    then-current annual base salary or (b) 125,000 shares, and our other Named Executive Officers should attain an investment position in our common stock equal to the lesser of (x) 2.5 times their then-current annual base salaries or (y) 30,000 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 7, 2025, or five years from first appointment as an executive officer. 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 31, 2022, each of our Named Executive Officers had satisfied his or her applicable stock ownership requirement or has time remaining to do so.

  123. Deductibility of Executive Compensation

    Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code (“Code”) generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to certain executive officers. While the Compensation Committee may consider the deductibility of awards as one factor in determining our executive compensation, it also considers other factors in making its executive compensation decisions and retains the flexibility to grant awards or pay compensation the Compensation Committee determines to be consistent with its goals for our executive compensation program, even if the awards may not be deductible for tax purposes. The Tax Cuts and Jobs Act repealed the exception to the deductibility limit that was previously available for “qualified performance-based compensation” (including stock option grants, performance-based cash bonuses and performance-based equity awards, such as the PRSUs) effective for taxable years beginning after December 31, 2017. As a result, any compensation paid to certain of our Named Executive Officers for taxable years beginning after December 31, 2017 in excess of $1 million will be non-deductible unless it qualifies for transition relief afforded by the Tax Cuts and Jobs Act to compensation payable pursuant to certain binding arrangements in effect on November 2, 2017 and which are not subsequently materially modified.

  124. RISK ANALYSIS OF OUR COMPENSATION POLICIES AND PRACTICES

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

  125. RISK ANALYSIS OF OUR 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; |

  126. RISK ANALYSIS OF OUR 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 2019 and 2020 (with the exception of the Value Creation Equity Awards granted in fiscal 2019, which have a five-year performance period); (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 |

  127. 2022 SUMMARY COMPENSATION TABLE

    2022 SUMMARY COMPENSATION TABLE

  128. 2022 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Lisa T. Su | | | | | | | | | | | 2022 | 1,148,889 | — | 21,900,270 | 6,198,972 | 918,800 | 52,990 | 30,219,921 | | Chair, President and Chief Executive Officer | 2021 | 1,076,317 | — | 19,929,804 | 5,161,344 | 3,190,000 | 140,642 | 29,498,107 | | | 2020 | 1,095,574 | — | 18,840,582 | 4,643,535 | 2,546,770 | 15,417 | 27,141,878 | | Devinder Kumar | | | | | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | 2022 | 692,639 | — | 4,888,375 | 1,383,694 | 346,250 | 14,283 | 7,325,241 | | | 2021 | 650,385 | — | 3,902,877 | 1,010,763 | 1,300,000 | 14,188 | 6,878,213 | | | 2020 | 602,316 | — | 3,810,257 | 939,084 | 823,600 | 15,130 | 6,190,387 | | Darren Grasby(7) | | | | | | | | | | Executive Vice President and Chief Sales Officer | 2022 | 603,300 | — | 5,866,108 | 1,660,442 | 301,650 | 16,523 | 8,448,023 | | | 2021 | 619,565 | — | 4,336,512 | 1,123,039 | 1,239,130 | 19,517 | 7,337,763 | | | 2020 | 555,960 | — | 9,825,628 | 1,006,172 | 789,463 | 20,144 | 12,197,367 | | Mark Papermaster | | | | | | | | | | Executive Vice President and Chief Technology Officer, Technology and Engineering | 2022 | 750,199 | — | 7,332,719 | 2,075,519 | 375,000 | 15,734 | 10,549,171 | | | 2021 | 700,388 | — | 6,233,723 | 1,614,391 | 1,400,000 | 59,929 | 10,008,431 | | | 2020 | 649,037 | — | 4,898,903 | 1,207,399 | 887,500 | 14,445 | 7,657,284 | | Victor Peng(8) | | | | | | | | | | President, AMD | 2022 | 793,750 | 4,750,000 | 18,258,346 | 2,490,641 | 421,875 | 15,453 | 26,730,065 |

  129. 2022 SUMMARY COMPENSATION TABLE

    | For fiscal 2022, amount represents a one-time sign-on bonus payment of $4,750,000 for Mr. Peng in connection with the acquisition of Xilinx, Inc. For a discussion of Mr. Peng’s offer letter, see “2022 Compensation Elements—Victor Peng Offer Letter”.(1) |

  130. 2022 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 herein as the “accounting value”) is used to recognize the accounting expense for long-term equity awards. For fiscal 2022, the amounts shown include the grant date fair value of the PRSUs awarded in fiscal 2022 to each Named Executive Officer, as set forth in the table below. The grant date fair value of the PRSUs is calculated 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 the most probable aggregate compensation cost to be recognized over the requisite service period determined as of the grant date under ASC Topic 718. For a discussion of the assumptions made in the valuations reflected in this column, see Note 12 of the Notes to Consolidated Financial Statements in our Annual Report.(2) |

  131. 2022 SUMMARY COMPENSATION TABLE

    The aggregate accounting values of the PRSUs granted to our Named Executive Officers in fiscal 2022 are as follows:

  132. 2022 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 ($)(7) | | Lisa T. Su | 8/9/2022 | 129,764 | 324,410 | 15,701,444 | | Devinder Kumar | 8/9/2022 | 28,965 | 72,413 | 3,504,765 | | Darren Grasby | 8/9/2022 | 34,758 | 86,895 | 4,205,718 | | Mark D. Papermaster | 8/9/2022 | 43,448 | 108,620 | 5,257,208 | | Victor Peng | 8/9/2022 | 52,137 | 130,343 | 6,308,577 |

  133. 2022 SUMMARY COMPENSATION TABLE

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 71 |

  134. 2022 SUMMARY COMPENSATION TABLE

    2021 Summary Compensation Table (continued)

  135. 2022 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 12 of the Notes to Consolidated Financial Statements in our Annual Report.(3) |

  136. 2022 SUMMARY COMPENSATION TABLE

    | Amounts represent cash performance bonuses paid under the EIP for fiscal 2022. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation Elements—Annual Cash Performance Bonuses” above for more information about these payments, including the pre-established financial measures under the EIP.(4) |

  137. 2022 SUMMARY COMPENSATION TABLE

    | The following table sets forth the components of the amounts presented in the All Other Compensation column for fiscal 2022:(5) |

  138. 2022 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Matching Contributions to 401(k) ($) | Life Insurance Premiums Paid By Company ($) | Other ($)(9) | Total ($) | | Lisa T. Su | 13,725 | 2,592 | 36,673 | 52,990 | | Devinder Kumar | 13,086 | 1,197 | | 14,283 | | Darren Grasby | — | 741 | 15,782 | 16,523 | | Mark D. Papermaster | 13,725 | 2,009 | — | 15,734 | | Victor Peng | 13,725 | 1,728 | — | 15,453 |

  139. 2022 SUMMARY COMPENSATION TABLE

    | Cash amounts received by Mr. Grasby are paid in British pounds. Amounts represented for Mr. Grasby are based on an exchange rate of 1.2066 U.S. dollars per British pound, which was the exchange rate as of December 31, 2022, as reported by Bloomberg Financial.(6) |

  140. 2022 SUMMARY COMPENSATION TABLE

    | In accordance with Instruction 3 to Item 402(c)(2)(v), assuming that the highest level of performance conditions of the PRSUs granted to our Named Executive Officers in fiscal 2022 will be achieved, the maximum possible value of the PRSUs, using our stock price on the grant date of the PRSUs, is: $30,994,131 for Dr. Su; $6,918,338 for Mr. Kumar; $8,301,948 for Mr. Grasby; $10,377,555 for Mr. Papermaster; and $12,452,922 for Mr. Peng.(7) |

  141. 2022 SUMMARY COMPENSATION TABLE

    | Mr. Peng joined AMD on February 14, 2022. During the period that began on February 14, 2022, and ended on March 31, 2022, Mr. Peng received annualized base salary of $950,000 in accordance with the terms of his employment agreement with Xilinx. In accordance with his AMD offer letter, Mr. Peng’s annualized base salary was $900,000 beginning April 1, 2022. Mr. Peng’s 2022 salary amount is prorated and represents only his salary since joining AMD. For a discussion of Mr. Peng’s offer letter, see “2022 Compensation Elements—Victor Peng Offer Letter”.(8) |

  142. 2022 SUMMARY COMPENSATION TABLE

    | For Dr. Su, the amount represents the variable operating cost per flight hour to the Company for spousal travel on company aircraft for business trips. For Mr. Grasby, the amount represents car allowance and home working allowance in the United Kingdom.(9) |

  143. 2022 SUMMARY COMPENSATION TABLE

    | 72 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  144. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END The following table shows all outstanding equity awards held by the Named Executive Officers as of December 31, 2022. 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.

  145. OUTSTANDING EQUITY AWARDS AT 2022 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 | | | | | | | | | | | | | | | | | 18,242(2) | 1,181,534 | | | | | | | | | | 31,989(3) | 2,071,928 | | | | | | | | | | 64,882(4) | 4,202,407 | | | | | | | | | | | | 129,146(5) | 8,356,786 | | | | | | | | | | 775,193(6) | 50,209,251 | | | | | | | | | | 33,587(7) | 2,175,430 | | | | | | | | | | 32,441(8) | 2,101,204 | | | 777,214 | — | | 6.98 | 7/26/2023 | | | | | | | 347,577 | — | | 12.83 | 8/9/2024 | | | | | | | 316,496 | — | | 19.10 | 8/9/2025 | | | | | | | 224,727 | — | | 34.19 | 8/9/2026 | | | | | | | 80,427 | 40,215(9) | | 84.85 | 8/9/2027 | | | | | | | 37,342 | 74,687(10) | | 107.58 | 8/9/2028 | | | | | | | — | 139,772(11) | | 95.54 | 8/9/2029 | | | | | | Devinder Kumar | | | | | | | | | | | | | | | | | 3,690(2) | 239,001 | | | | | | | | | | 6,265(3) | 405,784 | | | | | | | | | | 14,482(4) | 937,999 | | | | | | | | | | | | 26,118(5) | 1,691,663 | | | | | | | | | | 6,577(7) | 425,992 | | | | | | | | | | 7,241(8) | 469,000 | | | 73,849 | — | | 19.10 | 8/9/2025 | | | | | | | 44,362 | — | | 34.19 | 8/9/2026 | | | | | | | 16,265 | 8,133(9) | | 84.85 | 8/9/2027 | | | | | | | 7,312 | 14,627(10) | | 107.58 | 8/9/2028 | | | | | | | — | 31,199(11) | | 95.54 | 8/9/2029 | | | | | | Darren Grasby | | | | | | | | | | | | | | | | | 13,334(12) | 863,643 | | | | | | | | | | 3,953(2) | 256,036 | | | | | | | | | | 6,961(3) | 450,864 | | | | | | | | | | 17,379(4) | 1,125,638 | | | | | | | | | | | | 27,983(5) | 1,812,459 | | | | | | | | | | 7,308(7) | 473,339 | | | 14,148 | — | | 34.19 | 8/9/2026 | | | 8,689(8) | 562,787 | | | 17,427 | 8,714(9) | | 84.85 | 8/9/2027 | | | | | | | 8,125 | 16,251(10) | | 107.58 | 8/9/2028 | | | | | | | — | 37,439(11) | | 95.54 | 8/9/2029 | | | | |

  146. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 73 |

  147. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    Outstanding Equity Awards at 2022 Fiscal Year-End (continued)

  148. OUTSTANDING EQUITY AWARDS AT 2022 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 | | | | | | | | | | | | | | | | | 4,744(2) | 307,269 | | | | | | | | | | 10,006(3) | 648,089 | | | | | | | | | | 21,724(4) | 1,407,063 | | | | | | | | | | | | 217,054(5) | 14,058,588 | | | 181,701 | — | | 6.98 | 7/26/2023 | | | 33,580(5) | 2,174,977 | | | 97,756 | — | | 12.83 | 8/9/2024 | | | 10,505(7) | 680,409 | | | 105,498 | — | | 19.10 | 8/9/2025 | | | 10,862(8) | 703,532 | | | 67,508 | — | | 34.19 | 8/9/2026 | | | | | | | 20,912 | 10,457(9) | | 84.85 | 8/9/2027 | | | | | | | 11,680 | 23,361(10) | | 107.58 | 8/9/2028 | | | | | | | — | 46,798(11) | | 95.54 | 8/9/2029 | | | | | | Victor Peng | | | | | | | | | | | | | | | | | 86,520(13) | 5,603,900 | | | | | | | | | | 26,068(4) | 1,688,424 | | | | | | | | | | 35,546(14) | 2,302,314 | | | | | | | | | | 37,284(15) | 2,414,885 | | | | | | | | | | | | 13,034(8) | 844,212 | | | — | 56,158(11) | | 95.54 | 8/9/2029 | | | | |

  149. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | The dollar value of these awards is calculated by multiplying the number of units by $64.77 per share, the last reported sales price of our common stock on December 30, 2022, the last trading day of fiscal 2022.(1) |

  150. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This RSU award vested 33 1/3% on each of August 9, 2021 and 2022 and 33 1/3% will vest on August 9, 2023, subject to continued service.(2) |

  151. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This RSU award vested 33 1/3% on August 9, 2022 and 33 1/3% will vest on each of August 9, 2023 and 2024, subject to continued service.(3) |

  152. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This RSU award will vest 25% on each of August 9, 2023, 2024, 2025 and 2026, subject to continued service.(4) |

  153. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | Amount reflects estimated PRSU achievement based on performance status as of December 31, 2022 (118% of Target), adjusted for the value cap described below. The actual number of shares that may be earned, if at all, is contingent upon the achievement of pre-established performance metrics over the three-year period ending August 9, 2023. Vested PRSUs will generally be settled on the later of August 16, 2023, or the date following the Compensation Committee’s certification of performance.(5) |

  154. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | Represents a Value Creation Equity Award at 200% (the “earned PRSUs”) which vested 50% on August 9, 2022 and 50% which will vest on August 9, 2024.(6) |

  155. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | Amount reflects estimated PRSU achievement based on performance status as of December 31, 2022 (35% of Target). The actual number of shares that may be earned, if at all, is contingent upon the achievement of pre-established performance metrics over the three-year period ending August 9, 2023. Vested PRSUs will generally be settled on the later of August 16, 2023, or the date following the Compensation Committee’s certification of performance. The number of shares that may be earned is between 0% and 250% of the target number of shares.(7) |

  156. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | Amount reflects estimated PRSU achievement based on performance status as of December 31, 2022 (25% of Target). The actual number of shares that may be earned, if at all, is contingent upon the achievement of pre-established performance metrics over the three-year period ending August 9, 2024. Vested PRSUs will generally be settled on the later of August 16, 2024, or the date following the Compensation Committee’s certification of performance. The number of shares that may be earned is between 0% and 250% of the target number of shares.(8) |

  157. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This option vested 33 1/3% on each of August 9, 2021 and 2022 and 33 1/3% will vest on August 9, 2023, subject to continued service.(9) |

  158. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This option vested 33 1/3% on August 9, 2022 and 33 1/3% will vest on each of August 9, 2023 and 2024, subject to continued service.(10) |

  159. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This option will vest 25% on each of August 9, 2023, 2024, 2025 and 2026, subject to continued service.(11) |

  160. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This RSU award vested 33 1/3% on each of February 15, 2021 and 2022 and will vest 33 1/3% on February 15, 2023 , subject to continued service.(12) |

  161. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This RSU award will vest 33 1/3% on each of March 15, 2023, 2024 and 2025, subject to continued service.(13) |

  162. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This RSU award was originally granted under the Xilinx stock plan and vested 25% on July 12, 2022 and 25% will vest on each of July 2023, 2024 and 2025, subject to continued service.(14) |

  163. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | This RSU was originally granted under the Xilinx stock plan and 55,924 shares were accelerated on April 29, 2022 in accordance with Mr. Peng’s change in control agreement. Subsequently, 18,641 shares vested on July 12, 2022 and 18,642 shares will vest on each of July 12, 2023 and 2024, subject to continued service.(15) |

  164. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | 74 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  165. GRANTS OF PLAN-BASED AWARDS IN 2022

    GRANTS OF PLAN-BASED AWARDS IN 2022 The following table sets forth all plan-based awards granted to the Named Executive Officers in fiscal 2022.

  166. GRANTS OF PLAN-BASED AWARDS IN 2022

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Plan Name | Grant Date | Compensation Committee Action Date | Threshold (#) | 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 | | | — | 2,297,000 | 4,594,000 | | | | | | | | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | — | 129,764 | 324,410 | | | | 15,701,444 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | 64,882 | | | 6,198,826 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | | 139,772 | 95.54 | 6,198,972 | | Devinder Kumar | | | | | | | | | | | | | | EIP | | | — | 865,625 | 1,731,250 | | | | | | | | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | — | 28,965 | 72,413 | | | | 3,504,765 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | 14,482 | | | 1,383,610 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | | 31,199 | 95.54 | 1,383,694 | | Darren Grasby | | | | | | | | | | | | | | EIP | | | — | 754,125 | 1,512,626 | | | | | | | | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | — | 34,758 | 86,895 | | | | 4,205,718 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | 17,379 | | | 1,660,390 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | | 37,439 | 95.54 | 1,660,442 | | Mark D. Papermaster | | | | | | | | | | | | | | EIP | | | — | 937,500 | 1,875,000 | | | | | | | | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | — | 43,448 | 108,620 | | | | 5,257,208 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | 21,724 | | | 2,075,511 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | | 46,798 | 95.54 | 2,075,519 | | Victor Peng | | | | | | | | | | | | | | EIP | | | — | 843,750 | 1,650,413 | | | | | | | | | 2004 Plan | 3/15/2022 | 2/22/2022 | | | | | | | 86,520 | | | 9,459,232 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | — | 52,137 | 130,343 | | | | 6,308,577 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | 26,068 | | | 2,490,537 | | 2004 Plan | 8/9/2022 | 6/23/2022 | | | | | | | | 56,158 | 95.54 | 2,490,641 |

  167. GRANTS OF PLAN-BASED AWARDS IN 2022

    | Amounts represent the estimated cash performance bonuses payable under the EIP for fiscal 2022. For the Named Executive Officers, the actual amounts paid under the EIP for fiscal 2022 are set forth in the “Non-Equity Incentive Plan Compensation” column of the “2022 Summary Compensation Table” above.(1) |

  168. GRANTS OF PLAN-BASED AWARDS IN 2022

    | Amounts represent PRSUs. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation Elements—Long-Term Equity 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 2022 Fiscal Year-End” table above for a description of the PRSU vesting schedules. Also see “Compensation Discussion and Analysis—Fiscal 2022 Compensation Elements—Long-Term Equity Awards—Value Creation Equity Awards” above for more information about the Value Creation Equity Awards.(2) |

  169. GRANTS OF PLAN-BASED AWARDS IN 2022

    | Amounts represent time-based RSUs. See footnotes to the “Outstanding Equity Awards at 2022 Fiscal Year-End” table above for a description of the RSU vesting schedules.(3) |

  170. GRANTS OF PLAN-BASED AWARDS IN 2022

    | Amounts represent stock options. See footnotes to the “Outstanding Equity Awards at 2022 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) |

  171. GRANTS OF PLAN-BASED AWARDS IN 2022

    | 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 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. For a discussion of the assumptions made in the valuation reflected in these amounts, see Note 12 of the Notes to Consolidated Financial Statements in our Annual Report.(5) |

  172. GRANTS OF PLAN-BASED AWARDS IN 2022

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 75 |

  173. OPTION EXERCISES AND STOCK VESTED IN 2022

    OPTION EXERCISES AND STOCK VESTED IN 2022 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 2022.

  174. OPTION EXERCISES AND STOCK VESTED IN 2022

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Lisa T. Su | 753,457 | 61,926,389 | 1,291,125 | 125,458,478 | | Devinder Kumar | 86,894 | 8,863,738 | 101,910 | 10,151,897 | | Darren Grasby | 22,989 | 1,077,205 | 215,558 | 21,903,439 | | Mark D. Papermaster | 40,360 | 4,836,541 | 371,502 | 36,125,463 | | Victor Peng | — | — | 395,261 | 41,305,674 |

  175. OPTION EXERCISES AND STOCK VESTED IN 2022

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

  176. OPTION EXERCISES AND STOCK VESTED IN 2022

    | 76 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  177. 2022 NONQUALIFIED DEFERRED COMPENSATION

    2022 NONQUALIFIED DEFERRED COMPENSATION The following table shows information for the Named Executive Officers who had accounts in the Deferred Income Account Plan (the “DIA”), a non-qualified deferred compensation plan, in 2022. Except for amounts deferred and vested prior to January 1, 2005, the DIA is subject to Section 409A of the Code.

  178. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Lisa T. Su | 797,500 | 23,932 | (136,061) | — | 965,432 | | Devinder Kumar | — | — | (549,771) | — | 2,061,211 | | Mark D. Papermaster | — | — | (2,600) | — | 33,594 |

  179. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | Amount is included in the “Salary” column for fiscal 2022 of the “2022 Summary Compensation Table” above.(1) |

  180. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | Represents the net amounts debited from the DIA accounts of Messrs. Kumar, Bergman 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 “2022 Summary Compensation Table” above.(2) |

  181. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | Other than executive contributions in the fiscal year, no other aggregate amounts were reported as compensation for the Named Executive Officers in 2022, 2021 and 2020.(3) |

  182. 2022 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 2022, 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 2022, 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 2022, the investment return credited to Dr. Su’s, Mr. Kumar’s and Mr. Papermaster’s DIA accounts was -16.3%, -21.1% and -7.3%, respectively, based on their investment elections for their respective DIA accounts. This investment return was calculated by taking the aggregate gain or loss in fiscal 2022 and dividing it by the aggregate balance as of the beginning of fiscal 2022. 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.

  183. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 77 |

  184. SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

    | Amounts shown for Mr. Kumar reflect the potential payments to him assuming his termination of employment occurred on December 31, 2022. On February 15, 2023, Mr. Kumar entered into the Kumar Retirement Agreement, which provides certain retirement benefits and supersedes and replaces his potential severance under the Executive Severance Plan and his change on control agreement. For a discussion of the Kumar Retirement Transition Agreement, see the “Compensation Discussion and Analysis - Devinder Kumar’s Retirement Transition Agreement and General Release” section above beginning on page 66.(1) |

  185. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO For 2022:

  186. CHIEF EXECUTIVE OFFICER PAY RATIO

    | • | the annual total compensation for the median employee of the Company (other than our Chief Executive Officer) was $134,843; and |

  187. CHIEF EXECUTIVE OFFICER PAY RATIO

    | • | the annual total compensation of our Chief Executive Officer was $30,219,921(1). |

  188. CHIEF EXECUTIVE OFFICER PAY RATIO

    Based on this information, for 2022 the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee was 224 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 target bonus plus the intended value of stock awards, as the compensation measure to be used to compare the total estimated compensation of our employees as of December 1, 2022. We annualized base pay and estimated bonus for any regular employees who commenced work during 2022 and did not annualize these amounts for temporary and seasonal employees. The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, and the median employee’s annual total compensation was converted to U.S. dollars using a currency exchange rate as of December 31, 2022. In addition, as permitted by SEC rules, we have omitted from our calculation approximately 5,000 employees who became employees as a result of our acquisition of Xilinx, Inc. and Pensando Systems, Inc.

  189. CHIEF EXECUTIVE OFFICER PAY RATIO

    | For additional details on the compensation of our Chief Executive Officer, see the “Compensation Discussion and Analysis” section.(1) |

  190. CHIEF EXECUTIVE OFFICER PAY RATIO

    | 86 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  191. CHIEF EXECUTIVE OFFICER PAY RATIO

    We are providing the following information pursuant to the new SEC pay versus performance disclosure requirements set forth in Item 402(v) of SEC Regulation S-K (the “Pay Versus Performance Rule”), which requires disclosure of certain information about the relationships between our performance and the compensation of our named executive officers. The following table reports, for the three most-recent fiscal years, the compensation of our Chief Executive Officer and the average compensation of our other non-CEO named executive officers (“Non-CEO Named Executive Officers”), as well as the “Compensation Actually Paid” as calculated in accordance with the Pay Versus Performance Rule and certain performance measures required by the rule. The amounts reported as “Compensation Actually Paid” do not reflect the actual amount of compensation earned by or paid to our Chief Exe cutiv e Officer or our Non-CEO Name Executive Officers and differ from the compensation amounts disclosed elsewhere in this proxy statement. For a discussion of our executive compensation program and philosophy, please refer to our “Compensation Discussion and Analysis” section.

  192. CHIEF EXECUTIVE OFFICER PAY RATIO

    | | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (1),(3) | Average Summary Compensation Table for Non- CEO Named Executive Officers (2) | Average Compensation Actually Paid to Non-CEO Named Executive Officers (2),(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ Millions) | Non-GAAP Net Income ($ Millions) (6) | | Year | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (5) | | | | 2022 | $30,219,921 | $(160,142,075) | $13,263,125 | $(13,362,342) | $140 | $134 | $1,320 | $5,504 | | 2021 | $29,498,107 | $188,407,046 | $7,679,357 | $33,054,719 | $317 | $214 | $3,162 | $3,435 | | 2020 | $27,141,878 | $178,372,124 | $8,028,525 | $33,064,548 | $199 | $140 | $2,490 | $1,575 |

  193. CHIEF EXECUTIVE OFFICER PAY RATIO

    | Amounts reported are for Lisa Su, who served as our Chief Executive Officer during each of the applicable fiscal years.(1) |

  194. CHIEF EXECUTIVE OFFICER PAY RATIO

    | Our non-CEO named executive officers (our “Non-CEO Named Executive Officers”) were (a) Devinder Kumar, Darren Grasby, Mark Papermaster, and Victor Peng, for fiscal 2022; (b) Devinder Kumar, Rick Bergman, Darren Grasby, and Mark Papermaster, for fiscal 2021; and (c) Devinder Kumar, Rick Bergman, Darren Grasby, and Mark Papermaster, for fiscal 2020.(2) |

  195. CHIEF EXECUTIVE OFFICER PAY RATIO

    | Amounts in these columns show the “Compensation Actually Paid”, as calculated in accordance with the specific methodology prescribed by the SEC under the Pay Versus Performance Rule. The table below provides the adjustments to the Summary Compensation Table total compensation to arrive at the Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our Non-CEO Named Executive Officers for each of the required fiscal years.(3) |

  196. CHIEF EXECUTIVE OFFICER PAY RATIO

    | Table for Footnote (3) |

  197. CHIEF EXECUTIVE OFFICER PAY RATIO

    | Adjustments to Reported Summary Compensation Table Total for CEO and Non-CEO Named Executive Officers | 2022 | | 2021 | | 2020 | | | | CEO | Non-CEO Named Executive Officers (Average) | CEO | Non-CEO Named Executive Officers (Average) | CEO | Non-CEO Named Executive Officers (Average) | | Summary Compensation Table total amount for applicable fiscal year | $30,219,921 | $13,263,125 | $29,498,107 | $7,679,357 | $27,141,878 | $8,028,525 | | Subtract the amounts reported under the Stock Awards and Option Awards columns in the Summary Compensation Table for the applicable fiscal year | $(28,099,242) | $(10,988,961) | $(25,091,148) | $(5,510,769) | $(23,484,117) | $(5,003,714) | | Add year-end fair value of equity awards granted during the applicable fiscal year | $15,547,023 | $6,172,627 | $38,255,879 | $8,714,279 | $25,543,182 | $8,611,226 | | Add (subtract) year over year change in fair value of outstanding and unvested equity awards | $(114,263,626) | $(13,639,171) | $140,216,727 | $20,880,897 | $130,839,902 | $17,857,355 | | Add (subtract) year over year change in fair value of equity awards granted in prior years that vested in the applicable fiscal year | $(63,546,151) | $(8,169,962) | $5,527,481 | $1,290,955 | $18,331,279 | $3,571,156 | | Total Adjustments | $(190,361,996) | $(26,625,467) | $158,908,939 | $25,375,362 | $151,230,246 | $25,036,023 | | Compensation Actually Paid | $(160,142,075) | $(13,362,342) | $188,407,046 | $33,054,719 | $178,372,124 | $33,064,548 |

  198. CHIEF EXECUTIVE OFFICER PAY RATIO

    | For purposes of the foregoing adjustments, the value of equity awards was determined as follows: (i) for RSUs, the closing price of our common stock on the applicable fiscal year-end date, or, in the case of vesting RSUs, the closing price of our common stock on the applicable vesting date; (ii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing share price on the applicable revaluation date as the current market price volatility and risk free rates determined as of the revaluation date, the expected life period and based on an expected dividend rate of 0%; and |

  199. CHIEF EXECUTIVE OFFICER PAY RATIO

    | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement | 87 |

  200. CHIEF EXECUTIVE OFFICER PAY RATIO

    (continued)

  201. CHIEF EXECUTIVE OFFICER PAY RATIO

    | (iii) for unvested PRSUs as of any applicable fiscal year-end date, the estimate of the most probable aggregate compensation cost to be recognized over the requisite service period determined as of the applicable fiscal year-end date under ASC Topic 718, calculated 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 for the 2021 and 2022 PRSUs, an estimate of the probability for achievement of the 2-year non-GAAP EPS growth rates. |

  202. CHIEF EXECUTIVE OFFICER PAY RATIO

    | Our total shareholder return is calculated, for each fiscal year, as the cumulative total shareholder return on our common stock from December 29, 2019 (i.e. the first day of our 2020 fiscal year), through the last day of the applicable fiscal year, assuming that $100 was invested beginning December 29, 2019.(4) |

  203. CHIEF EXECUTIVE OFFICER PAY RATIO

    | Our peer group is comprised of the component companies of the S&P 500 Index Semiconductor & Semiconductor Equipment Index (the “Peer Index”) for each applicable fiscal year. The total shareholder return for our peer group is calculated, for each fiscal year, as the cumulative total shareholder return of the Peer Index from December 29, 2019 (i.e. the first day of our 2020 fiscal year), through the las t day of the applicable fiscal year, assuming that $100 was invested beginning December 29, 2019.(5) |

  204. CHIEF EXECUTIVE OFFICER PAY RATIO

    | Reconciliation of GAAP net income to non-GAAP net income (in millions):(6) |

  205. CHIEF EXECUTIVE OFFICER PAY RATIO

    | | Year Ended | | | | | December 31, 2022 | December 25, 2021 | December 26, 2020 | | GAAP net income | $1,320 | $3,162 | $2,490 | | Loss on debt redemption/conversion | — | 7 | 54 | | Non-cash interest expense related to convertible debt | — | — | 6 | | (Gains) losses on equity investments, net | 62 | (56) | — | | Stock-based compensation | 1,012 | 379 | 274 | | Equity income in investee | (14) | (6) | (5) | | Acquisition-related costs* | 521 | 42 | 14 | | Amortization of acquired intangible assets | 3,548 | — | — | | Release of valuation allowance on deferred tax assets | — | — | (1,301) | | Income tax provision | (945) | (93) | 43 | | Non-GAAP net income | $5,504 | $3,435 | $1,575 |

  206. CHIEF EXECUTIVE OFFICER PAY RATIO

    | Acquisition-related costs primarily comprised of transaction costs, purchase price adjustments for inventory and certain compensation charges* |

  207. Relationship Between Compensation Actually Paid and our Total Shareholder Return

    Relationship Between Compensation Actually Paid and our Total Shareholder Return Our stock price performance is the pre do minant factor that determines whether the Compensation Actually Paid to our named executive officers is at, above, or below the amounts reported in our summary compensation tables. The Compensation Actually Paid directly correlates with our total shareholder return (“TSR”) since most of our executive compensation is delivered through long-term equity awards in the form of PRSUs, RSUs, and stock options which vary in value with changes to our stock price. Additionally, our forecasted performance factor for our unvested PRSUs granted over the last three years decreased for fiscal 2022 primarily due to the narrowing of our TSR relative to the S&P 500 Index between the end of fiscal 2021 and the end of fiscal 2022. These results reflect two of our goals for our executive compensation program which is to align pay for performance and drive the creation of long-term sustainable stockholder value. The chart below compares the Compensation Actually Paid during the 2022, 2021 and 2020 fiscal years to our cumulative TSR since December 29, 2019 (the last day of our 2019 fiscal year), measured as of the last day of each of the 2022, 2021 and 2020 fiscal years.

  208. Relationship Between Compensation Actually Paid and our Total Shareholder Return

    | 88 | ADVANCED MICRO DEVICES, INC. | 2023 Proxy Statement |

  209. Relationship Between Compensation Actually Paid and our Total Shareholder Return

    (continued)

  210. Relationship Between Compensation Actually Paid and our Net Income (GAAP and

    Relationship Between Compensation Actually Paid and our Net Income (GAAP and

  211. 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 96% of Dr. Su’s and 91% 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 2022) was in the form of a cash performance bonus and long-term equity awards. |