Forrest Norrod
Executive Vice President and General Manager, Data Center Solutions Business Unit at AMD
Executive
About Forrest Norrod
Forrest E. Norrod is Executive Vice President and General Manager of AMD’s Data Center Solutions Business, responsible for strategy, business management, and engineering for data center products. He joined AMD in November 2014, assumed his current role in January 2023, and is 59 years old. He holds BS and MS degrees in Electrical Engineering from Virginia Tech and 11 US patents in computer architecture, graphics, and system design; he also joined the Intuit, Inc. board in 2024 . AMD’s executive pay program ties incentives to shareholder value creation through PRSUs linked to relative/absolute TSR and non-GAAP EPS growth, and annual bonuses tied to adjusted non-GAAP net income, GAAP net revenue, and adjusted free cash flow; fiscal 2024 achieved 72.2% under the EIP and delivered record annual revenue in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dell Inc. | VP & GM, Server Business | 2009–2014 | Drove market share leadership in key geographies and delivered consistent revenue and profitability growth . |
| Dell Inc. | VP & GM, Data Center Solutions | 2000s | Led creation of Dell’s first internal startup, establishing leadership in hyperscale data center market . |
| Dell Inc. | CTO, Client Products; led Enterprise Engineering; responsibility for global engineering | 2000 onward | Oversaw engineering functions across client and enterprise; scaled global engineering teams . |
| Cyrix Corp. | Led integrated x86 CPU business | 1993–1997 | Managed chip-level CPU business execution . |
| National Semiconductor | Led integrated x86 CPU business | 1997–2000 | Drove x86 CPU operations at the system/chip level . |
| Hewlett-Packard | VLSI Design Engineer | — | Early-career VLSI design foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Intuit, Inc. | Director | Since 2024 | Cloud financial management software; adds enterprise software network exposure . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $693,462 | $730,000 |
| Stock Awards ($) | $13,258,106 | $5,454,236 |
| Option Awards ($) | $1,264,991 | $1,217,301 |
| Non-Equity Incentive Plan Compensation ($) | $518,644 | $658,825 |
| All Other Compensation ($) | $15,438 | $39,408 |
| Total ($) | $15,750,641 | $8,099,770 |
- Base salary increased to $750,000 as of December 28, 2024 from $710,000 a year prior (+5.6%) .
- EIP target bonus opportunity: 125% of base salary for non-CEO NEOs in FY2024 .
2024 All Other Compensation detail:
| Component | Amount ($) |
|---|---|
| 401(k) match | $15,525 |
| Life insurance premiums | $1,380 |
| Other | $22,503 |
| Total | $39,408 |
Performance Compensation
Annual Cash Incentive (EIP) design and outcomes:
| Item | Detail |
|---|---|
| Financial Performance Targets | Adjusted non-GAAP net income (50%), GAAP net revenue (40%), adjusted free cash flow (10%) . |
| Strategic Milestones | 20% weighting; confidential product/operations/workforce goals; deemed challenging and achievable . |
| EIP Performance Factor (FY2024) | 72.2% achievement . |
| Individual Performance Factor (FY2024) | 1.0 for all participating NEOs . |
| Norrod FY2024 EIP Bonus | $658,825 . |
| Target Bonus Opportunity | 125% of eligible base salary (eligible base $730,000) . |
Long-Term Incentive (2024 annual awards):
| Award Type | Target # Shares | Grant Date | Vesting | Exercise Price / Term | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PRSUs | 27,200 (max 68,000) | 8/9/2024 | Earned 0–250% based on relative TSR vs S&P 500 (cap at 100% if absolute TSR negative) with EPS growth modifier to 125%/150%; performance period 8/9/2024–8/9/2027; settlement ~8/15/2027 post-certification . | — | $4,236,944 |
| RSUs | 9,066 | 8/9/2024 | Time-based; 25% on each of 8/9/2025, 2026, 2027, 2028 . | — | $1,217,292 |
| Stock Options | 17,802 | 8/9/2024 | 25% on each of 8/9/2025, 2026, 2027, 2028 . | $134.27; 7-year term to 8/9/2031 | $1,217,301 |
Award mix for 2024 annual equity: 60% PRSUs, 20% RSUs, 20% options (non-CEO NEOs) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 397,382 |
| Percent of class | <1% |
| Options exercisable by May 18, 2025 | 96,083 |
| RSUs vesting within 60 days of 3/19/2025 | — (none shown) |
| Stock ownership guideline | 3x base salary for non-CEO NEOs |
| Compliance status | All NEOs satisfied or have time remaining as of 12/28/2024 |
| Hedging/Pledging | Hedging prohibited; pledging requires preapproval and has not been granted; none pledged |
Outstanding Equity Awards at 2024 fiscal year-end (selected Norrod positions):
| Instrument | Quantity | Market Value ($) | Key Dates |
|---|---|---|---|
| RSUs | 6,952 | $870,321 | Vests pro rata through 8/9/2026 |
| RSUs | 21,991 | $2,753,053 | Vests per schedule |
| RSUs | 8,589 | $1,075,257 | Vests per schedule |
| RSUs | 9,066 | $1,134,973 | 2024 RSUs vest 8/9 annually 2025–2028 |
| PRSUs (2022 est. 120% achievement) | 33,367 | $4,177,215 | Performance period ends 8/9/2025; settle ~8/15/2025 |
| PRSUs (2023 est. 82%) | 28,171 | $3,526,727 | Ends 8/9/2026; settle ~8/15/2026 |
| PRSUs (2024 est. 64%) | 17,408 | $2,179,308 | Ends 8/9/2027; settle ~8/15/2027 |
| Options (exercisable) | 32,837 @ $34.19 | — | Expires 8/9/2026 |
| Options (exercisable) | 21,784 @ $84.85 | — | Expires 8/9/2027 |
| Options (exercisable) | 20,720 @ $107.58 | — | Expires 8/9/2028 |
| Options (exercisable/unexercisable) | 14,975 / 14,976 @ $95.54 | — | Expires 8/9/2029 |
| Options (exercisable/unexercisable) | 5,767 / 17,302 @ $110.47 | — | Expires 8/9/2030 |
| Options (unexercisable) | 17,802 @ $134.27 | — | Expires 8/9/2031 |
Value realized in 2024:
| Item | Quantity | Value |
|---|---|---|
| Options exercised | 69,833 | $9,752,057 |
| Shares vested | 55,789 | $8,422,593 |
Employment Terms
Severance & change-of-control mechanics:
- Executive Severance Plan (outside change-in-control): Lump sum equal to 12 months base salary; 12 months COBRA health/welfare coverage; committee discretion for prorated EIP payout .
- Change-in-control agreement (double trigger within 2 years): Lump sum equal to 2x base salary + 2x target annual bonus; immediate vesting of all unvested equity (options exercisable for 1 year or original term if shorter); prorated target EIP bonus; 12 months health/welfare and up to $4,000 financial/tax planning; Section 280G cut-back applies; no excise tax gross-ups (but COBRA tax gross-ups apply) .
Estimated payouts as of 12/28/2024:
| Scenario | Item | Amount ($) |
|---|---|---|
| Involuntary termination without cause (outside COC) | Severance | $750,000 |
| Annual bonus (pro-rata/actual) | $658,825 | |
| Health & welfare (12 months COBRA) | $29,306 | |
| Total | $1,438,131 | |
| Qualifying termination following COC (double trigger) | Severance (2x base + 2x target bonus) | $3,325,000 |
| Annual bonus (pro-rated target) | $912,500 | |
| Stock options (acceleration value) | $698,724 | |
| RSUs/PRSUs (acceleration value) | $23,975,538 | |
| Health & welfare (+ tax gross-up) | $48,320 | |
| Financial planning | $4,000 | |
| Total | $28,964,081 | |
| Death | Stock options (acceleration value) | $698,724 |
| RSUs/PRSUs (accelerated) | $25,975,573 | |
| Life insurance | $2,250,000 | |
| Total | $29,583,122 |
Clawback and governance policies:
- Nasdaq-compliant clawback for incentive compensation; broader misconduct recoupment rights covering both time- and performance-based equity .
- Anti-hedging and pledging; no pledging approved to date, none by NEOs .
- Stock ownership guidelines and compliance tracking; non-CEO NEOs required to hold 3x salary; all NEOs compliant or within allowed time .
Performance & Track Record
- 2024 EIP reached 72.2% achievement; NEOs received an Individual Performance Factor of 1.0 reflecting leadership and execution contributing to strong performance and record annual revenue in 2024 .
- Norrod realized $9.75 million from option exercises and $8.42 million from stock vesting in 2024, indicating meaningful equity monetization during the year .
- 2024 PRSUs balance long-term stock performance (relative/absolute TSR) with EPS growth modifiers, promoting multi-year value creation alignment .
Compensation Peer Group (Benchmarking)
| Peer Companies |
|---|
| Adobe Inc.; Analog Devices, Inc.; Applied Materials, Inc.; Broadcom Inc.; Cisco Systems, Inc.; Intel Corporation; International Business Machines Corporation; Intuit Inc.; Lam Research Corporation; Marvell Technology Group Ltd.; Micron Technology, Inc.; NXP Semiconductors N.V.; NVIDIA Corporation; Oracle Corporation; Qualcomm Inc.; Salesforce, Inc.; SAP SE; Texas Instruments Incorporated; VMware, Inc. (acquired by Broadcom) . |
AMD relative to peer medians (TTM through 9/7/2023): Revenue $21.9B vs peer median $26.5B; Market cap $176.5B vs peer median $143.2B .
Investment Implications
- Alignment: Norrod’s pay mix is heavily equity-based (2024 mix 60% PRSUs/20% RSUs/20% options), with PRSUs tied to relative TSR and EPS growth; annual bonuses tied to profitability, revenue, and FCF, reinforcing pay-for-performance .
- Retention and selling pressure: Large unvested PRSU/RSU balances and annual vest dates (Aug 9, 2025–2028) create retention anchors; expect potential trading windows around vesting/exercise dates given 2024 monetization activity and standard vest schedules .
- Change-in-control economics: Double-trigger CIC with 2x salary+bonus and full equity acceleration produces substantial contingent value ($28.96M), an important consideration in M&A scenarios; no excise tax gross-up but COBRA benefit tax gross-ups apply .
- Governance risk mitigants: Robust clawback, anti-hedging/pledging, and ownership guidelines with compliance reduce misalignment and reputational risk; no pledging by NEOs .