Elizabeth Vanderslice
ADVANCED MICRO DEVICESAbout Elizabeth W. Vanderslice
Independent director at AMD since February 2022; age 61. Member of the Compensation and Leadership Resources Committee and the Nominating and Corporate Governance Committee. Partner at Trewstar Corporate Board Services since February 2019; previously a long-tenured director at Xilinx (2000–2022). Education: MBA, Harvard Business School; BS, Computer Science, Boston College; Aspen Institute Henry Crown Fellow; Trustee of Boston College since 2010 . The Board determined all directors other than Dr. Su are independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xilinx, Inc. | Director | 2000–2022 | Long-tenured board service; merged into AMD Feb 2022 |
| Lycos, Inc. | General Manager | 1999–2001 | Leadership through acquisition of Wired Digital |
| Wired Digital, Inc. (Wired Ventures) | CEO; Board member | 1996–1999 | Led Wired Digital’s acquisition by Lycos; board experience |
| Sterling Payot Company | Principal (Investment Banking) | Early 1995 (prior to joining Wired Digital) | Raised capital to launch Wired Magazine |
| H.W. Jesse & Co. | Vice President | (dates not specified in proxy) | Investment banking experience |
| IBM Corporation | Employee | 1986–1990 | Technical/industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trewstar Corporate Board Services | Partner | Feb 2019–present | Corporate board placements |
| AESC Group Ltd. | Director | Current | Private company board |
| Univers Holdings | Director | Current | Private company board |
| Boston College | Trustee | 2010–present | Higher education governance |
| Aspen Institute | Henry Crown Fellow | N/A | Leadership fellowship |
| Young Presidents’ Organization; World Presidents’ Organization | Member (past) | N/A | Network affiliations |
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Compensation and Leadership Resources Committee (member); Nominating and Corporate Governance Committee (member) |
| Committee meeting counts (2024) | Compensation Committee: 6; Nominating & Corporate Governance Committee: 4 |
| Board meeting count (2024) | 8 board meetings; all directors attended ≥75% of meetings; eight executive sessions of non-employee directors |
| Independence | All directors other than Dr. Su deemed independent; all members of Audit & Finance, Nominating & Corporate Governance, and Compensation Committees independent |
| Compensation Committee interlocks | None; no AMD executive serves on a board or compensation committee with reciprocating executives |
| Board leadership | Chair: Dr. Lisa Su; Lead Independent Director: Nora M. Denzel; fully independent committees |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual director retainer | $100,000 | Standard non-employee director cash retainer (2024) |
| Committee membership – Compensation | $20,000 | Annual retainer for service on Compensation Committee |
| Committee membership – Nominating & Corporate Governance | $10,000 | Annual retainer for service on Nominating Committee |
| Total cash fees (2024) | $130,000 | Reported fees earned/paid in cash for Vanderslice |
| Meeting fees | None disclosed | AMD uses retainers; no perquisites/pension/retirement benefits for directors |
| Additional roles (context) | Lead Independent Director: +$62,500; Chair of Board: $150,000 | Not applicable to Vanderslice; policy detail |
Performance Compensation
| Component | Grant Date | RSUs Granted (#) | Grant Date Fair Value ($) | Vesting | Deferral Election | Outstanding RSUs at FY-end |
|---|---|---|---|---|---|---|
| Annual RSU Award (Outside Director Equity Compensation Policy) | 5/8/2024 | 1,547 | $237,650 | One-year anniversary of grant date | Vanderslice elected to defer issuance until Board departure | 4,988 (as of 12/28/2024) |
| Target Equity Value (policy) | N/A | N/A | $250,000 | Formula: Target Equity Value ÷ 30-day avg. closing price | Annual RSU (pro-rated if <12 months service) | Chair receives 1.5× Target Equity Value |
| Change-of-control/retirement provisions | N/A | N/A | N/A | COC: full vesting; retirement/death/disability: full vesting if ≥3 years service and ownership guidelines met | Deferred RSUs issued within 30 days of departure if elected | Policy terms |
No director performance metrics (e.g., revenue/EBITDA/TSR hurdles) are applied to non-employee director equity; grants are time-based RSUs under the outside director policy .
Other Directorships & Interlocks
| Company | Status | Tenure | Notes |
|---|---|---|---|
| Xilinx, Inc. | Prior public company directorship | 2000–2022 | Concluded upon AMD acquisition (Feb 2022) |
| Current public company boards | None listed | N/A | Proxy’s “Former Directorships in Public Companies in the Last Five Years” confirms Xilinx prior; no current public boards in list |
| Compensation Committee interlocks | None | FY2024 | Proxy states no interlocks or insider participation conflicts for committee members |
Expertise & Qualifications
- 25+ years of board and general management experience in technology; former CEO of an internet company; computer science and systems engineering background .
- MBA (Harvard) and BS in Computer Science (Boston College), Aspen Henry Crown Fellow; broad board governance exposure via Xilinx and private boards .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 77,264 | Less than 1% of class; based on 1,616,297,522 shares outstanding (as of 3/19/2025) |
| Options exercisable within 60 days (of 3/19/2025) | — | None reported for Vanderslice |
| RSUs vesting within 60 days (of 3/19/2025) | 1,547 | Included in beneficial ownership methodology |
| Deferred RSU shares | 3,441 | Issuance deferred until departure per election |
| RSUs outstanding at FY-end (12/28/2024) | 4,988 | Per directors’ RSU holdings table |
| Stock ownership guidelines | Lesser of 5× annual retainer share-equivalent or 30,000 shares; compliance within 5 years of first election/appointment | As of 12/28/2024, all non-employee directors held required shares or had time remaining |
| Hedging/Pledging | Hedging prohibited; pledging not permitted without committee preapproval; no pledges by directors to date | Governance policy; alignment signal |
Governance Assessment
- Committee effectiveness: Active roles on Compensation (6 meetings in 2024) and Nominating (4 meetings), which oversee pay design, talent, succession, governance principles, CEO evaluation, and board composition—key levers for investor alignment .
- Independence and attendance: Independent under SEC/Nasdaq; Board held 8 meetings with ≥75% attendance across directors; eight executive sessions of non-employee directors—strong independent oversight cadence .
- Compensation alignment: Director pay mix balanced between fixed cash ($130,000 in 2024 for Vanderslice) and time-based RSUs ($237,650 fair value; 1,547 RSUs) with share deferral election—signals long-term alignment; no perquisites/pension benefits .
- Ownership alignment: Significant beneficial ownership (77,264 shares), RSU deferral, and robust stock ownership guidelines (achieve within five years) bolster investor confidence .
- Conflicts and related parties: No related-person transactions in fiscal 2024; Compensation Committee interlocks explicitly none—reduces governance risk .
- Consultant independence: Compensation Committee’s consultant (Compensia) engaged solely in its capacity; annual conflict review concluded no conflicts—supports pay governance integrity .
- Potential perceived conflict (monitored): Nominating & Corporate Governance Committee “retains a search firm” for board candidates, and Vanderslice is a partner at Trewstar (board placements). The proxy does not identify the search firm nor disclose any related-party transaction; Audit & Finance Committee reported no related-party transactions—mitigates actual conflict, but optics warrant monitoring .
RED FLAGS
- None disclosed: No related-party transactions; no pledging; no interlocks; no director-specific perquisites; attendance threshold met .
Overall implication: Vanderslice’s governance profile reflects independence, active committee participation in critical areas (compensation and nominations), equity deferral behavior aligning with long-term shareholder value, and no disclosed conflicts—supportive of board effectiveness and investor confidence .