Jean Hu
Executive Vice President, Chief Financial Officer and Treasurer at AMD
Executive
About Jean Hu
Jean Hu is Executive Vice President, Chief Financial Officer and Treasurer of AMD, serving since January 2023; she is age 61 and leads global finance, IR, corporate services, and facilities. She previously served as CFO of Marvell Technology (2016–2023) and QLogic (2011–2016), and as acting CEO of QLogic during 2013–2014 and 2015–2016; she holds a BS in Chemical Engineering from Beijing University of Chemical Technology and a Ph.D. in Economics from Claremont Graduate University, and has served on Fortinet’s board since October 2019 . AMD delivered record annual revenue in 2024, and NEO annual bonuses reflected 72.2% EIP performance factor, reinforcing pay-for-performance alignment .
AMD performance during Hu’s tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $23,601,000,000* | $22,680,000,000* | $25,785,000,000* |
| EBITDA ($USD) | $5,438,000,000* | $3,854,000,000* | $5,150,000,000* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marvell Technology, Inc. | Chief Financial Officer | Aug 2016 – Jan 2023 | Led FP&A, accounting, reporting, treasury, tax, IR; positioned Marvell through industry cycles . |
| QLogic Corporation | SVP & Chief Financial Officer | Apr 2011 – Aug 2016 | Led finance; served as acting CEO in 2013–2014 and 2015–2016 during transition periods . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Fortinet, Inc. | Director | Since Oct 2019 | Public company board service in cybersecurity; governance and financial expertise . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (as of year-end) | $725,000 | $760,000 | 4.8% increase effective July 1, 2024 . |
| Salary Paid (Summary Comp) | $683,173 | $742,500 | Salary recognized in fiscal year . |
| Target Annual Bonus % | 125% of base salary | 125% of base salary | Unchanged vs 2023 for NEOs (ex-CEO/Hahn) . |
Performance Compensation
Annual Cash Incentive (EIP) – Fiscal 2024
| Metric | Weight | Target | Actual | Factor/Modifier | Payout |
|---|---|---|---|---|---|
| Corporate Financial Performance | 80% | Not disclosed | Not disclosed | Included in overall EIP factor | — |
| Strategic Milestones (engineering/commercial/ops/workforce) | 20% | Not disclosed | Not disclosed | Included in overall EIP factor | — |
| EIP Performance Factor | — | — | 72.2% | — | — |
| Individual Performance Factor | — | — | 1.0 | — | — |
| Eligible Base Salary | — | — | $742,500 | — | — |
| Target Bonus Opportunity | — | — | 125% | — | — |
| EIP Bonus (Paid) | — | — | — | — | $670,106 |
Notes:
- EIP paid in March 2025 following Compensation Committee certification .
Long-Term Incentives (LTI) – 2024 Grants
| Instrument | Grant Date | Shares/Units | Exercise Price | Vesting | Term | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| PRSUs (target/max) | Aug 9, 2024 | 31,086 / 77,715 | — | Earned 0–250% based on TSR vs S&P 500 (3-year period beginning Aug 9, 2024); EPS growth modifier can lift earned shares to 125% or 150% of initial earned shares; settlement on/after Aug 15, 2027 post certification | — | $4,842,266 |
| RSUs (time-based) | Aug 9, 2024 | 10,362 | — | 1/4 on Aug 9 of 2025, 2026, 2027, 2028 | — | $1,391,306 |
| Stock Options | Aug 9, 2024 | 20,345 | $134.27 | 1/4 on Aug 9 of 2025, 2026, 2027, 2028 | 7 years | $1,391,191 |
Award mix and conversion
- Aggregate intended 2024 LTI target: $8,000,000 for Hu; converted into 60% PRSUs, 20% RSUs, 20% options using a conversion price of $154.41 and options Black-Scholes factor of 50.93% .
OPTION EXERCISES AND STOCK VESTED (Value Realized in 2024)
| Name | Options Exercised (Shares) | Value Realized ($) | Stock Awards Vested (Shares) | Value Realized ($) |
|---|---|---|---|---|
| Jean Hu | — | — | 100,060 | $17,546,261 |
Equity Ownership & Alignment
Security Ownership (as of March 19, 2025)
| Holder | Beneficially Owned Shares | Percent of Class | Notes |
|---|---|---|---|
| Jean Hu | 68,119 | * (<1%) | Calculated on 1,616,297,522 shares outstanding . |
| Options exercisable by May 18, 2025 | 6,654 | — | Exercisable within 60 days . |
| RSUs vesting within 60 days | — | — | None . |
Outstanding Equity Awards (FY-end 2024 — Jean Hu)
| Award Type | Count/Detail | Market/Payout Value ($) | Key Terms |
|---|---|---|---|
| RSUs (unvested) | 61,574 | $7,708,449 | — |
| RSUs (unvested) | 9,910 | $1,240,633 | — |
| RSUs (unvested) | 10,362 | $1,297,219 | — |
| PRSUs (unearned/outstanding) | 131,282 | $16,435,230 | — |
| PRSUs (unearned/outstanding) | 32,504 | $4,069,176 | — |
| PRSUs (unearned/outstanding) | 19,895 | $2,490,660 | — |
| Options (exercisable) | 6,654 @ $110.47 | — | Expires Aug 9, 2030 |
| Options (unexercisable) | 19,964 @ $110.47 | — | Expires Aug 9, 2030 |
| Options (unexercisable) | 20,345 @ $134.27 | — | Expires Aug 9, 2031 |
Ownership policies and alignment
- Stock ownership guideline for NEOs: 3x base salary; retain at least 10% of net shares until guideline achieved; Ownership Achievement Date is the later of August 7, 2025 or five years from first appointment as an executive officer; as of Dec 28, 2024, each NEO was on track or has time remaining .
- Anti-hedging and pledging policy: hedging prohibited; pledging requires Board pre-approval and has not been granted; none of the NEOs or directors have pledged shares .
Employment Terms
Severance and Change-in-Control Economics (as of Dec 28, 2024)
| Scenario | Component | Amount ($) | Notes |
|---|---|---|---|
| Involuntary termination without cause | Severance | $760,000 | 12 months base pay under Executive Severance Plan (2). |
| Annual bonus (pro-rata) | $670,106 | Based on actual EIP performance; Committee discretion (4) (6). | |
| Health & welfare | $10,008 | 12 months COBRA premiums (10). | |
| Total | $1,440,114 | — . | |
| Qualifying termination post change-in-control (double-trigger) | Severance | $3,376,250 | Two times base + two times target bonus . |
| Target bonus | $928,125 | Two times target included (5). | |
| Stock options acceleration | $293,870 | Unvested options if successor does not assume/substitute (7). | |
| RSU/PRSU acceleration | $33,241,325 | Includes PRSU achievement assumptions (199% for Hu’s 2/15/2023 sign-on PRSU; 82% for 2023 annual PRSUs; 64% for 2024 annual PRSUs) (8). | |
| Health & welfare + financial planning | $16,502 + $4,000 | Includes COBRA and tax gross-up $6,493 for Hu (11). | |
| Total | $37,860,072 | — . | |
| Death | Annual bonus (pro-rata) | $670,106 | — (6). |
| Stock options | $293,870 | Estate may exercise within 12 months (7). | |
| RSU/PRSU | $35,535,682 | RSUs/PRSU treatment per post-2020 grants; PRSUs target vest for grants ≥ Aug 2023 (9). | |
| Life insurance | $2,280,000 | Company-paid premiums reflected elsewhere (12). | |
| Total | $38,779,658 | — . |
Contractual protections and policies
- Change-in-control agreements: double-trigger; cash payments capped at two times base salary plus two times target bonus, plus pro-rated target bonus; no excise tax gross-up provisions .
- Clawback: Nasdaq-compliant recoupment for restatements; additional clawback for fraud/misconduct and violations of non-compete/non-solicit/confidentiality for awards after Aug 2015; workplace misconduct/criminal acts for awards after May 2019 .
- Sign-on cash bonus repayment: $2,000,000 subject to repayment if departure before Feb 23, 2025 with monthly 8.33% reduction after Feb 23, 2024 (e.g., $334,000 repayable if terminated on Dec 28, 2024) (1).
Insider Activity & Vesting Pressure
Recent Form 4 disclosures
| Date | Transaction | Detail |
|---|---|---|
| Aug 9, 2024 | RSU vest/withhold | RSUs vest 1/4 on Aug 9 in 2024–2027; associated tax-withholding dispositions disclosed . |
| Feb 19, 2025 | RSU vest | RSUs vest 1/3 each on Feb 15, 2024, 2025, 2026 . |
| Mar 11, 2025 | GRAT transfer | Contributed 25,000 shares to “Hu 2025 GRAT-1”; indirect ownership reported . |
| Aug 9–11, 2025 | RSU vest and tax-withholding | Two RSU tranches vested: 3,303 and 2,590; 2,320 shares withheld at $172.76; post-transactions: 40,038 shares directly, 25,000 indirectly via GRAT . |
| Aug 15, 2025 | New RSU grant vesting cadence | RSUs vest 1/4 on Aug 15, 2026 then quarterly to Aug 15, 2029 . |
Implications:
- Annual August vesting cycles (RSUs and stock options) have historically been accompanied by tax-withholding dispositions; expect mechanical Form 4 activity around vest dates rather than discretionary selling .
Compensation Structure Analysis
- 2024 LTI mix for Hu: 60% PRSUs, 20% time-based RSUs, 20% stock options; PRSUs measured by 3-year relative TSR vs S&P 500 with an EPS growth modifier; stock options are seven-year, time-vested, at-the-money; RSUs vest 1/4 annually 2025–2028 .
- Program-level pay-for-performance emphasis: approximately 91% of other NEOs’ 2024 aggregate total direct compensation opportunity was variable (cash bonus + LTI), underscoring alignment; annual say-on-pay held each year .
- Limited perquisites; no excise tax gross-ups; robust clawback; anti-hedging/pledging policy with no pledges by NEOs .
Equity Incentive Grants and Vesting Detail (Max clarity)
| Award | Grant Date | Key Performance/Time Conditions | Settlement/Vesting |
|---|---|---|---|
| 2024 PRSUs | Aug 9, 2024 | Earn 0–200% based on relative TSR vs S&P 500; if absolute TSR negative, cap at 100%; EPS growth modifier can raise to 125% or 150% of initial earned shares; cap 250% of target . | Settlement on/after Aug 15, 2027 post certification . |
| 2024 RSUs | Aug 9, 2024 | Time-based | 1/4 each Aug 9 (2025–2028) . |
| 2024 Stock Options | Aug 9, 2024 | Time-based, seven-year options at $134.27 | 1/4 each Aug 9 (2025–2028); expire Aug 9, 2031 . |
Performance & Track Record
- Record annual revenue in 2024; committee awarded uniform Individual Performance Factor of 1.0 reflecting leadership/execution across all businesses .
- Representative multi-year financials shown above for context (Revenue, EBITDA; S&P Global sourced).
Governance and Policies (select items)
- Compensation Committee (Compensation and Leadership Resources Committee) oversight; names disclosed: Gregoire (Chair), Durcan, Talwalkar, Vanderslice .
- Annual risk assessment: compensation policies do not create risks reasonably likely to have a material adverse effect; multi-dimensional financial goals used in incentives (adjusted non-GAAP net income, adjusted non-GAAP free cash flow, revenue), capped opportunities, and clawbacks mitigate risk .
Investment Implications
- Retention and alignment: Double-trigger change-in-control with capped cash severance (2x base + 2x target bonus) and substantial unvested equity (notably PRSUs) support retention and align pay with long-term TSR/EPS outcomes; no hedging/pledging reduces misalignment risk .
- Near-term trading dynamics: Annual August vest cycles (RSUs/options) historically produce tax-withholding Form 4 dispositions; monitor August windows and mid-February vesting for grant-specific schedules; a March 2025 GRAT transfer indicates estate planning, not pledging .
- Pay-for-performance visibility: EIP weighting (80% financial, 20% strategic milestones) and PRSU design (relative TSR with EPS growth modifier) provide measurable linkage to shareholder value; 2024 result (72.2% EIP performance factor) demonstrates disciplined payout calibration .