John Marren
ADVANCED MICRO DEVICESAbout 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 .