John Marren

About John W. Marren

Independent director of AMD since February 2017; age 62. Vice Chairman, North America at Temasek since November 2017; prior senior leadership across private equity (TPG Capital), investment banking (Morgan Stanley), sell-side research (Alex. Brown), and semiconductor operating roles (VLSI Technology, Vitesse). Holds a B.S. in Electrical Engineering from UC Santa Barbara; tenure on AMD’s board exceeds eight years, with capital markets and technology domain expertise cited by AMD’s Nominating & Corporate Governance Committee .

Past Roles

Organization	Role	Tenure	Committees/Impact
Temasek	Vice Chairman, North America	Nov 2017–present	Global investor leadership; tech and capital markets perspective
TPG Capital	Senior Partner; Head of Technology Investments	2000–Dec 2015	Technology investing and portfolio governance
Morgan Stanley	Managing Director; Co-Head, Tech Investment Banking	1996–2000	Advisory and capital markets execution in semis/tech
Alex. Brown & Sons	Managing Director; Senior Semiconductor Research Analyst	1992–1996	Institutional Investor All-American Research Team member
VLSI Technology; Vitesse Semiconductor	Semiconductor operating roles	7 years pre-1992	Product/industry operating foundation

External Roles

Organization	Role	Tenure	Notes
Impossible Foods (private)	Director	Current	Food-tech governance
Eastdil Secured (private)	Director	Current	Financial services governance
Creative Artists Agency (private)	Director	Current	Media/entertainment governance
UC Santa Barbara	Trustee	Current	Academic board service
U.S. Olympic & Paralympic Foundation	Board member	Current	Non-profit oversight
Poshmark, Inc. (public)	Director	2018–2022	Former public company directorship

Board Governance

Committee assignments: Member, Audit & Finance Committee; committee held eight meetings in 2024; members are financially literate and independent per SEC/Nasdaq; audit committee financial expert designation applies to Householder and Olson (Marren is not designated as financial expert) .
Independence: Board determined all nominees other than Dr. Lisa Su are independent; no material transactions/relationships interfering with independent judgment; all committees (Audit & Finance, Nominating & Corporate Governance, Compensation) comprise independent directors .
Attendance: Board held eight meetings in 2024; all directors attended at least 75% of board and committee meetings; eight executive sessions of non-employee directors were held .
Lead Independent Director: Nora Denzel serves as Lead Independent Director (Marren is not in that role) .

Fixed Compensation

Component	Amount	Detail
Annual cash retainer	$100,000	Standard non-employee director retainer
Committee membership (Audit & Finance)	$20,000	Annual fee for Audit & Finance Committee service
Committee chair fee	$0	Not a committee chair
Fees earned in cash (2024)	$120,000	Summarized in director compensation table

Performance Compensation

Equity Award	Grant Date	RSUs (#)	Grant-Date Fair Value ($)	Vesting	Deferral Election	Change-of-Control Treatment
Annual RSU Award	5/8/2024	1,547	$237,650	Vests on one-year anniversary	Elected to defer issuance until leaving board	All non-employee director equity fully vests upon change of control; also upon death/disability/retirement (≥3 years of service and guideline compliance)

AMD pays non-employee directors with a mix of cash and time-based RSUs (no performance metrics tied to director equity); RSU value formula uses a $250,000 target divided by 30-day average price (Chair receives 1.5x) .

Other Directorships & Interlocks

Current public company boards: No current public company directorships disclosed for Marren in the proxy; prior public service includes Poshmark, Inc. (2018–2022) .
Compensation Committee interlocks: AMD discloses no interlocks involving its Compensation Committee; Marren is not a member of the Compensation Committee in 2024 .

Expertise & Qualifications

Financial management, technology investing, and capital markets expertise; semiconductor industry operating experience; recognized as a top research analyst; EE degree from UC Santa Barbara .

Equity Ownership

Metric	Value
Shares beneficially owned	56,876
RSUs vesting within 60 days of 3/19/2025	1,547
Deferred RSU Shares (issuance deferred until board departure)	55,329
Stock options held (as of FY-end)	None
Ownership as % of shares outstanding	0.0035% (56,876 / 1,616,297,522)
Compliance with director stock ownership guidelines	All non-employee directors either met guidelines or had time remaining to comply as of 12/28/2024

Anti-hedging/pledging: AMD prohibits hedging; pledging requires Nominating & Governance pre-approval (none granted to date; none pledged by directors) .

Governance Assessment

Board effectiveness: Marren adds deep capital markets and semiconductor expertise to Audit & Finance oversight; financially literate membership and independent composition strengthen financial reporting and risk oversight .
Independence and conflicts: Board’s annual independence review and related-party policy found no transactions with related persons in fiscal 2024; Marren’s external role at Temasek is disclosed, with no related-party transactions identified and overall board independence affirmed (mitigates conflict concerns) .
Engagement and attendance: Meets attendance thresholds; participates in a board that holds regular executive sessions and maintains active investor engagement practices—supportive of investor confidence .
Pay alignment: 2024 mix of ~$120k cash and ~$238k equity aligns director interests with shareholders; RSU deferral election indicates long-term alignment; no perquisites, pensions, or options for directors; equity vests on one-year schedule with clearly defined change-of-control terms .

RED FLAGS

None identified in 2024 related-party transactions; no pledging; no director compensation anomalies disclosed. Temasek affiliation warrants ongoing monitoring for potential future transactions, but AMD’s Audit & Finance review framework and independence determination reduce risk of conflicts .