Ava Hahn
Senior Vice President, General Counsel and Corporate Secretary at AMD
Executive
About Ava Hahn
Ava M. Hahn is Senior Vice President, General Counsel and Corporate Secretary at AMD, appointed in January 2024, age 52, overseeing worldwide legal, corporate governance, ethics/compliance and public affairs . She holds a B.A. in History from UC Berkeley and a J.D. from Columbia Law School, and is a member of the State Bar of California . AMD’s fiscal 2024 results included record revenue of $25.8B (+14% YoY) with GAAP net income of $1.6B; the executive bonus plan achieved 72.2% of target for 2024, tying compensation to performance through financial and strategic goals . Cumulatively since 2019, AMD’s TSR value was $271 at FY2024; AMD also reported record Q3 2025 revenue of $9.246B (+36% YoY) and non-GAAP EPS of $1.20, evidencing continued operational momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lam Research | Senior Vice President, Chief Legal Officer | Not disclosed | Led global legal and government affairs; chaired executive D&I task force |
| CA Technologies (now Broadcom) | General Counsel | Not disclosed | Led corporate legal function |
| Aruba Networks (now HPE) | General Counsel | Not disclosed | Led legal during growth and acquisition context |
| ShoreTel (now Mitel) | General Counsel | Not disclosed | Corporate legal leadership |
| Genesis Microchip (now STMicroelectronics) | General Counsel | Not disclosed | Legal leadership in semiconductor |
| Kleiner Perkins | General Counsel | Not disclosed | Venture legal advisory |
| Felicis Ventures | General Counsel | Not disclosed | Venture legal advisory |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State Bar of California | Member | Not disclosed | Professional licensure |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $600,000 |
| Target Bonus (%) | 100% of base salary |
| Actual EIP Bonus Paid ($) | $403,417 |
| One-time Sign-on Cash Bonus ($) | $2,000,000 (subject to repayment conditions) |
Performance Compensation
2024 Annual Long-Term Incentive Awards (granted August 9, 2024)
| Instrument | Grant Date | Quantity | Key Terms |
|---|---|---|---|
| PRSUs (target) | 8/9/2024 | 13,600 | Earnout 0–250% based on: relative TSR vs S&P 500, absolute stock price return, and non-GAAP EPS growth (2025 vs 2023); vest on/after Aug 9, 2026 subject to certification |
| RSUs (time-based) | 8/9/2024 | 4,533 | Vests 25% annually on Aug 9, 2025–2028 |
| Stock Options | 8/9/2024 | 8,901 | Exercise price $134.27; vest 25% annually Aug 9, 2025–2028; 7-year term |
2024 Sign-on Equity Awards (granted February 15, 2024)
| Instrument | Grant Date | Quantity | Key Terms |
|---|---|---|---|
| PRSUs (target) | 2/15/2024 | 9,071 | Earnout 0–250% based on relative TSR vs S&P 500, absolute stock return, and non-GAAP EPS growth; scheduled to vest Aug 9, 2026 subject to continued service and certification |
| RSUs (time-based) | 2/15/2024 | 9,071 | Vests in four equal annual installments starting Feb 15, 2025 |
2024 Make-whole Equity Award (to replace forfeited prior employer awards)
| Instrument | Grant Date | Quantity | Vesting Schedule |
|---|---|---|---|
| RSUs (time-based) | 2/15/2024 | 36,284 | 6,047 on Sep 15, 2024; 12,095 on Jan 15, 2025; 18,142 on Jan 15, 2026 |
Annual Cash Incentive Plan (EIP) Structure
| Component | Weight | Notes |
|---|---|---|
| Corporate Financial Performance | 80% | First-half and second-half targets; payout factor based on pre-set levels |
| Strategic Milestones | 20% | Product tape-outs/launches, commercial/operations, workforce objectives; specifics undisclosed |
| 2024 EIP Achievement | 72.2% | Company-wide performance factor |
PRSU Performance Framework Summary
| Metric | Targeting/Range | Performance Period | Vesting/Settlement |
|---|---|---|---|
| Relative TSR vs S&P 500 | Earnout dimension; range 0–250% | 3 years (e.g., 8/9/2023–8/9/2026; 8/9/2024–8/9/2027) | On or after performance period end; subject to committee certification |
| Absolute Stock Price Return | Earnout dimension; range 0–250% | As above | As above |
| Non-GAAP EPS Growth | 2025 vs 2023 for sign-on PRSUs | As above | As above |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership | 11,473 shares as of Mar 19, 2025; less than 1% of shares outstanding |
| Unvested RSU Holdings | 9,071 sign-on RSUs; 30,237 make-whole RSUs outstanding at FY2024-end; 4,533 annual 2024 RSUs |
| Outstanding Stock Options | 8,901 unexercisable options at $134.27, granted 8/9/2024 |
| PRSU Awards Outstanding | Multiple PRSU grants with 0–250% earnout; counts tracked per grant |
| Stock Ownership Guidelines (Executives) | NEOs must attain holdings equal to 3x current base salary by the Ownership Achievement Date; CEO 6x |
| Compliance Status | NEOs either satisfied requirements or have time remaining to comply as of 12/28/2024 |
| Hedging/Pledging | Hedging prohibited; pledging not permitted without board approval; none pledged to date |
Employment Terms
| Item | Detail |
|---|---|
| Employment Start Date | January 2024 appointment as SVP, General Counsel and Corporate Secretary |
| Offer Letter Economics | Initial base salary $585,000; target bonus 100% of base; 2024 LTI target $3.5M |
| Sign-on Cash Bonus | $2,000,000; full repayment if employment ends within 13 months; prorated repayment through month 24 |
| Severance (non-CoC) | Participation in Executive Severance Plan for EVP/SVPs; uniform treatment for involuntary terminations (excludes CoC overlap) |
| Change-of-Control (CoC) | Double-trigger; if terminated/constructively discharged within 2 years post-CoC: 2x base + 2x target bonus; pro‑rated target bonus; 12 months health/welfare benefits and related tax gross-up for those benefits; unvested equity vests; options exercisable up to one year or original term; payments subject to 280G cutback for best after-tax outcome; release required |
| Clawbacks | Nasdaq-compliant recoupment for restatements plus expanded clawbacks for misconduct, competition/solicitation/confidentiality, and certain workplace conduct, via cancellation/forfeiture/repayment |
| Equity Plan Safeguards | One-year minimum vesting on 95%+ of awards; no option repricing; 10-year max option term; no excise tax gross-ups in CoC agreements |
Vesting Schedules and Near-term Insider Selling Pressure
| Award | 2024-09-15 | 2025-01-15 | 2025-02-15 | 2025-08-09 | 2026-01-15 | 2026-08-09 |
|---|---|---|---|---|---|---|
| Make-whole RSUs (36,284) | 6,047 | 12,095 | — | — | 18,142 | — |
| Sign-on RSUs (9,071) | — | — | Vests 25% | Vests 25% | — | Sign-on PRSUs settle (subject to certification) |
| 2024 Annual RSUs (4,533) | — | — | — | Vests 25% | — | Vests continue annually through 2028 |
| 2024 Stock Options (8,901 @ $134.27) | — | — | — | Vests 25% | — | Vests continue annually through 2028; 7-year term |
Note: Sign-on RSUs vest in four equal annual installments beginning Feb 15, 2025; 2024 RSUs vest 25% annually each Aug 9 from 2025–2028 .
Performance & Track Record
- AMD FY2024 revenue $25.8B (+14% YoY); GAAP net income $1.6B; operating income $1.9B, reflecting data center and client growth offsetting gaming/embedded headwinds .
- The 2024 EIP performance factor was 72.2% based on financial and strategic objectives, with individual performance factor 1.0 for NEOs .
- Cumulative TSR since 2019 measured at FY2024-end was $271; non-GAAP net income reconciled to $5.420B in 2024, the primary driver of EIP bonuses and PRSU EPS metrics .
- Q3 2025 results: revenue $9.246B (+36% YoY), GAAP diluted EPS $0.75, non-GAAP EPS $1.20, highlighting momentum in EPYC, Ryzen, and Instinct AI accelerators .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support was approximately 80%, and AMD engaged ~60% of top 100 holders on compensation, governance, and ESG matters .
Investment Implications
- Alignment: Hahn’s pay mix is predominantly equity with performance PRSUs across multi-year windows and strict clawbacks, driving alignment with TSR and EPS growth while limiting hedging/pledging risks .
- Retention and potential selling pressure: Significant vesting events occur Jan 15, 2025 (12,095 make‑whole RSUs), Feb 15, 2025 (25% sign‑on RSUs), and Aug 9 annually (25% of 2024 RSUs and options). These dates may create predictable trading windows, subject to AMD’s insider trading policy and blackout rules .
- Change-of-control economics: Double-trigger, capped cash severance (2x base + 2x target bonus) and full equity vesting mitigate windfall risks but provide meaningful protection, reducing retention risk through uncertain corporate events .
- Pay-for-performance: 2024 EIP payout at 72.2% indicates disciplined bonus calibration amid record company results, with PRSUs tied to market-relative and fundamental metrics offering leverage to execution and market performance .