Abhi Talwalkar
Director at AMD
Board
About Abhi Y. Talwalkar
Independent director at AMD since June 2017; age 61 as of the 2025 annual meeting. Former CEO of LSI Corporation (2005–2014) and senior Intel executive (1993–2005). Chairs AMD’s Innovation & Technology Committee and serves on the Compensation & Leadership Resources Committee. BS in Electrical Engineering from Oregon State University. Current external public board roles include Chair of Lam Research (since 2019), director at TE Connectivity (since 2017), and director at iRhythm Technologies (since 2016).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSI Corporation | President & CEO | 2005–2014 | Led merger with Avago; public company CEO experience |
| Intel Corporation | Corporate VP & Co-GM, Digital Enterprise Group; VP & GM, Enterprise Platform Group | 1993–2005 | Drove server strategy across client, server, storage, communications |
| Sequent Computer Systems | Senior engineering/marketing roles | Prior to Intel | Multiprocessing systems; later part of IBM |
| Bipolar Integrated Technology | Engineering roles | Prior to Intel | VLSI bipolar semiconductors |
| Lattice Semiconductor | Engineering roles | Prior to Intel | Programmable design solutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lam Research Corporation | Chair of Board; director | Chair since 2019; director since 2011 | Wafer-fabrication equipment supplier; industry leadership |
| TE Connectivity | Director | Since 2017 | Global connectivity and sensor company |
| iRhythm Technologies | Director | Since 2016 | Digital health company (cardiac monitoring) |
| LSI Corporation | Director | 2005–2014 | Prior issuer board |
| Semiconductor Industry Association | Member | Prior service | US industry policy/advocacy |
| World Semiconductor Council (US Delegation) | Member | Prior service | Global industry dialogue |
Board interlocks/conflicts: AMD’s Board determined all nominees other than the CEO are independent; review found no direct or indirect material interests that would impair independence. No related-party transactions with directors occurred in fiscal 2024.
Board Governance
- Committee assignments: Chair, Innovation & Technology; Member, Compensation & Leadership Resources.
- Independence: Independent under SEC/Nasdaq rules.
- Attendance: Board held 8 meetings in 2024; all directors attended at least 75% of Board and committee meetings where they served. Executive sessions of non-employee directors held 8 times in 2024.
- Lead Independent Director framework and robust committee structure in place.
| Board/Committee | 2024 Meetings | Talwalkar Assignment |
|---|---|---|
| Board of Directors | 8 | Member |
| Audit & Finance | 8 | Not a member |
| Compensation & Leadership Resources | 6 | Member |
| Innovation & Technology | 4 | Chair |
Fixed Compensation
- Cash retainers: Annual director retainer $100,000; committee membership retainers—Audit & Finance $20,000, Compensation $20,000, Nominating & Corporate Governance $10,000, Innovation & Technology $20,000; committee chair retainers—Audit & Finance $25,000, Compensation $15,000, Nominating $10,000, Innovation & Technology $15,000.
- Reported cash received (includes role-based retainers and any prorations):
| Year | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 155,000 | Member: Compensation; Chair: Innovation & Technology; base director retainer applies |
| 2023 | 156,760 | Member: Compensation; Chair: Innovation & Technology; base director retainer applies |
Performance Compensation
- Equity form: Time-based RSUs under Outside Director Equity Compensation Policy; Annual RSU Awards calculated from a $250,000 target equity value divided by 30-day average closing price; vest on one-year anniversary of grant; directors may elect to defer share issuance until Board departure. Change-of-control and qualifying termination (death/disability/retirement with 3+ years and ownership guideline satisfied) accelerate vesting. No performance-conditioned metrics apply to director equity awards.
| Year | Grant Date | RSUs Granted (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2024 | 5/8/2024 | 1,547 | 237,650 | 100% at 1-year; eligible for deferral election |
| 2023 | 5/18/2023 | 2,709 | 292,382 | 100% at 1-year; eligible for deferral election |
Form 4 corroboration: 2024 RSU award reported with one-year vesting (filed 05/09/2024).
Other Directorships & Interlocks
| Company | Relationship to AMD | Potential Interlock Consideration |
|---|---|---|
| Lam Research (Chair/director) | Equipment supplier to foundries; AMD is fabless | Indirect ecosystem proximity; AMD Board’s annual independence review found no material transactions impairing independence |
| TE Connectivity (director) | Components/connectivity; AMD sells chips | No disclosed AMD-related transactions involving director interests |
| iRhythm Technologies (director) | Healthcare devices/software | No disclosed AMD-related transactions |
Expertise & Qualifications
- Extensive CEO and public-company board governance experience; deep semiconductor operations and strategy background from LSI and Intel; technology innovation oversight aligned with AMD’s R&D and product roadmap.
- Adds market/technical risk oversight as Innovation & Technology Committee Chair.
Equity Ownership
- Stock ownership guideline: Lesser of 5× annual retainer converted to shares or 30,000 shares; compliance required within 5 years; all non-employee directors were compliant or within time window as of 12/28/2024. Deferral program allows RSU settlements to be deferred until departure.
- Beneficial ownership details:
| Measure | As of | Amount |
|---|---|---|
| Shares Beneficially Owned | 3/19/2025 | 53,071; less than 1% of class |
| RSUs Outstanding (year-end) | 12/28/2024 | 32,864 |
| Deferred RSU Shares | 3/19/2025 | 31,317 |
| RSUs Vesting Within 60 Days | 3/19/2025 | 1,547 |
Additional SEC Form 4 index references for periodic filings: 2025 filing (Talwalkar) ; 2024 filing index
Governance Assessment
- Independence/attendance: Independent; at least 75% attendance in 2024 across Board and committee meetings; active leadership as Innovation & Technology Chair and Compensation Committee member.
- Compensation/ownership alignment: Mix of cash and annual RSUs with deferral election supports alignment; directors meet or are tracking to guidelines; RSU acceleration features include single-trigger change-of-control vesting (common but investor-sensitive).
- Conflicts/related-party exposure: AMD reports no related-party transactions in 2024; annual independence review identified no material interests impairing independent judgment.
- Compensation governance: Board uses independent consultant (Compensia) and adjusts cash/equity mix to maintain competitive pay and manage share usage.
- RED FLAGS: None disclosed on attendance, related-party transactions, hedging/pledging, or tax gross-ups for directors; note COI optics from external industry boards mitigated by AMD’s independence policies and reviews.
Committee interlocks: No AMD executive serves on boards/compensation committees of companies with reciprocal AMD executive service.