0000002488-25-000028.txt : 20250303 0000002488-25-000028.hdr.sgml : 20250303 20250303161152 ACCESSION NUMBER: 0000002488-25-000028 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20250219 FILED AS OF DATE: 20250303 DATE AS OF CHANGE: 20250303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRASBY PAUL DARREN CENTRAL INDEX KEY: 0001768248 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07882 FILM NUMBER: 25698014 MAIL ADDRESS: STREET 1: 2485 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MICRO DEVICES INC CENTRAL INDEX KEY: 0000002488 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 941692300 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 BUSINESS ADDRESS: STREET 1: 2485 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: (408) 749-4000 MAIL ADDRESS: STREET 1: 2485 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 3 1 wk-form3_1741036303.xml FORM 3 X0206 3 2025-02-19 0 0000002488 ADVANCED MICRO DEVICES INC AMD 0001768248 GRASBY PAUL DARREN 2485 AUGUSTINE DRIVE SANTA CLARA CA 95054 0 1 0 0 EVP & CSO Common Stock 123180 D Stock Option 107.58 2028-08-09 Common Stock 24376 D Stock Option 95.54 2029-08-09 Common Stock 37439 D Stock Option 134.27 2031-08-09 Common Stock 10172 D Performance Stock Units Common Stock 34758 D Performance Stock Units Common Stock 17618 D Performance Stock Units Common Stock 15543 D Performance Stock Units Common Stock 21253 D Restricted Stock Units Common Stock 8690 D Restricted Stock Units Common Stock 17618 D Restricted Stock Units Common Stock 5181 D Restricted Stock Units Common Stock 21253 D The options vest 1/3 on each of August 9, 2022, 2023 and 2024. The options vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026. The options vest 1/4 on each of August 9, 2025, 2026, 2027 and 2028. The actual number of performance stock units ("PRSU") that may be earned, if at all, will be determined by the Compensation and Leadership Resources Committee ("Compensation Committee") based on AMD's actual performance with respect to the performance vesting conditions described in footnote 5, below. Earned and vested PRSUs will generally be settled on the later of August 15, 2025 or the date following the Compensation Committee's determination of performance. Between 0% and 250% of the target number of PRSUs may be earned depending on (a) the return on AMD's stock price relative to the return on the S&P 500 Index over the performance period that begins August 9, 2022 and ends on August 9, 2025, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2024 fiscal year non-GAAP earnings per share exceeds AMDs 2022 fiscal year target non-GAAP earnings per share. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 9, 2025 (or the one-year anniversary of a change in control, if earlier). The actual number of PRSUs that may be earned, if at all, will be determined by the Committee based on AMD's actual performance with respect to the performance vesting conditions described in footnote 7, below. Earned and vested PRSUs will generally be settled on the later of August 15, 2026 or the date following the Committee's determination of performance. Between 0% and 200% of the target number of PRSUs may be earned depending on (a) the return on AMD's stock price relative to the return on the S&P 500 Index over the performance period that begins August 9, 2023 and ends on August 9, 2026, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2025 fiscal year non-GAAP earnings per share exceeds AMDs 2023 fiscal year non-GAAP earnings per share. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 9, 2026 (or the one-year anniversary of a change in control, if earlier). The actual number of PRSUs that may be earned, if at all, will be determined by the Committee based on AMD's actual performance with respect to the performance vesting conditions described in footnote 9, below. Earned and vested PRSUs will generally be settled on the later of August 15, 2027, or the date following the Committee's determination of performance. Between 0% and 200% of the target number of PRSUs may be earned depending on (a) the return on AMD's stock price relative to the return on the S&P 500 Index over the performance period that begins August 9, 2024 and ends on August 9, 2027, (b) the absolute return on AMD's stock price over the performance period, and (c) the percentage (if any) by which AMD's 2025 fiscal year non-GAAP earnings per share exceeds AMDs 2024 fiscal year non-GAAP earnings per share. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through August 9, 2027 (or the one-year anniversary of a change in control, if earlier). Between 0% and 200% of the target number of PRSUs may be earned depending on AMD's achievement of pre-established stock price milestones over performance period that begins February 8, 2025, and ends on February 8, 2028. Vesting of any earned PRSUs is generally subject to the Reporting Person's continued employment and/or service with AMD through February 15, 2028 (or a change in control, if earlier). The restricted stock units ("RSU") vest 1/4 on each of August 9, 2023, 2024, 2025 and 2026. Each RSU represents a contingent right to receive one share of AMD's common stock. The RSUs vest 1/2 on each of August 9, 2024 and 2025. The RSUs vest 1/4 on each of August 9, 2025, 2026, 2027 and 2028. The RSUs vest 1/3 on each of February 15, 2026, 2027 and 2028. EXHIBIT LIST: EX-24 POA Paul Darren Grasby 2025 /s/Linda Lam by Power of Attorney for Paul Darren Grasby 2025-03-03 EX-24 2 ex_x24-poaxpauldarrengrasb.htm EX-24 Document





POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Linda Lam and any employees designated by the Chief Financial Officer of Advanced Micro Devices, Inc. (the Company), or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

1.prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or any rule or regulation of the SEC promulgated thereunder, or any successor laws and/or regulations;

2.execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

3.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC, any stock exchange or similar authority; and

4.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned hereby ratifies and confirms all that the attorneys-in-fact and their agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.


This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of March 2025.


/s/Paul Darren Grasby
Signature
Paul Darren Grasby