Jon Olson
Director at AMD
Board
About Jon A. Olson
Independent director at AMD since February 2022; age 71. Former CFO of Xilinx (2005–2016) and long‑tenured Intel finance executive (1979–2005). Currently serves on the boards of Kulicke & Soffa and Rocket Lab USA, Inc.; prior public boards include Mellanox (2018–2020) and Xilinx (2020–2022). Education: B.S. Accounting (Indiana University) and MBA (Santa Clara University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xilinx, Inc. | Chief Financial Officer; Executive Vice President; Senior VP of Finance; VP of Finance | CFO: Jun 2005–Jul 2016; EVP: May 2014–Jul 2016; SVP Finance: Aug 2006–May 2014; VP Finance: Jun 2005–Aug 2006 | Led finance, executive leadership through growth and profitability phases |
| Intel Corporation | Vice President of Finance & Enterprise Services; Director of Finance; various finance roles | 1979–2005 | 25+ years of semiconductor finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kulicke & Soffa | Director | Current (as of 2025) | Not disclosed in AMD proxy |
| Rocket Lab USA, Inc. | Director | Current (as of 2025) | Not disclosed in AMD proxy |
| Mellanox Technologies, Ltd. | Director | Jun 2018–Apr 2020 | Board service through acquisition by Nvidia |
| HomeUnion, Inc. | Director | Nov 2018–Nov 2019 | Board service through acquisition by Mynd Property Management |
| Xilinx, Inc. | Director | May 2020–Feb 2022 | Board service until AMD acquisition |
Board Governance
- Committee assignments: Member, Audit and Finance Committee; designated “audit committee financial expert” under SEC rules .
- Independence: Board determined all nominees other than the CEO are independent; Olson is independent .
- Attendance and engagement: Board held 8 meetings in 2024; all members attended at least 75% of Board and committee meetings on which they served; non‑employee director executive sessions held eight times .
- Audit oversight: Audit & Finance Committee (Householder—Chair; Marren; Olson) oversees financial reporting, internal control, compliance, auditor independence; recommended inclusion of audited financials in AMD’s 2024 Form 10‑K and reappointment of EY for FY2025 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $120,000 | $120,000 |
| Stock Awards ($) | $292,382 | $237,650 |
| Total ($) | $412,382 | $357,650 |
| RSU Grants | FY 2023 | FY 2024 |
|---|---|---|
| Grant Date | 5/18/2023 | 5/8/2024 |
| RSUs Granted (#) | 2,709 | 1,547 |
| Grant Date Fair Value ($) | $292,382 | $237,650 |
| Cash Fee Components (Policy) | Amount |
|---|---|
| Annual Director Retainer | $100,000 |
| Audit & Finance Committee Membership | $20,000 |
| Committee Chair (Audit) | $25,000 (not applicable to Olson) |
| Meeting Fees | Not disclosed/none indicated |
- Equity program: Non‑employee directors receive annual RSUs under the Outside Director Equity Compensation Policy; awards vest after one year; directors may elect to defer settlement until they leave the Board; in change of control or qualifying separation (death/disability/retirement with ≥3 years service and guideline compliance), unvested awards vest .
- Options: None of the non‑employee directors held options as of FY‑end 2023 or FY‑end 2024 .
Performance Compensation
- AMD does not disclose performance‑based equity for non‑employee directors; RSUs are time‑based (no TSR/financial metrics tied to director pay) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no AMD executive serves on boards/compensation committees of companies with reciprocal relationships to AMD’s Compensation Committee .
- Related‑party transactions: Board determined no director has direct/indirect material interest in transactions that would impair independence .
Expertise & Qualifications
- Skills: Semiconductor finance, audit and financial literacy; designated audit committee financial expert .
- Industry background: Senior finance roles at Xilinx and Intel; governance experience across multiple tech boards .
Equity Ownership
| Ownership Detail | As of Mar 13, 2024 (FY 2023 proxy) | As of Mar 19, 2025 (FY 2024 proxy) |
|---|---|---|
| Shares Beneficially Owned | 18,421 | 22,677 |
| RSUs Outstanding at FY‑end | 2,709 (Dec 30, 2023) | 1,547 (Dec 28, 2024) |
| RSUs Vesting Within 60 Days | — (not scheduled) | 1,547 (by May 18, 2025) |
| Deferred RSU Shares | — (none) | — (none) |
| Ownership Guidelines Compliance | All non‑employee directors met or have time remaining to meet guidelines (≥5× retainer or 30,000 shares) | All non‑employee directors met or have time remaining to meet guidelines |
- Insider trading policy: AMD maintains an insider trading policy covering directors and officers (filed as an exhibit to the 10‑K) .
Say‑on‑Pay & Shareholder Feedback
| Item | FY 2024 Result |
|---|---|
| Say‑on‑Pay Support (% of votes cast) | ~80% support |
| Investor Engagement (shares) | Engaged with ~35% of total shares outstanding and ~60% of top 100 largest holders in 2024 |
Governance Assessment
- Board effectiveness: Olson strengthens Audit oversight with deep semiconductor finance experience and audit committee financial expert status; continued service on Audit & Finance aligns with AMD’s risk and reporting needs .
- Independence & conflicts: No related‑party or interlock concerns identified; Board annually confirms independence; Compensation Committee interlocks absent .
- Compensation alignment: Director pay is a simple mix of fixed cash (retainer + committee) and time‑based RSUs; year‑over‑year lower equity grant value in 2024 reflects 30‑day price‑based formula and share usage management; policy emphasizes stock ownership guidelines and potential deferral to align long‑term interests .
- Attendance & engagement: Meets AMD’s attendance expectations (≥75%); Board uses extensive investor engagement; say‑on‑pay support (~80%) signals broad shareholder confidence in governance and oversight .
- Red flags: None observed in proxy disclosures—no pledging, no options, no related‑party exposure, and robust audit oversight disclosure .