Joseph Householder
ADVANCED MICRO DEVICESAbout Joseph A. Householder
Independent director at AMD since September 2014; age 69. Former President & COO and prior CFO of Sempra Energy with deep finance, accounting, tax and M&A experience; NACD Directorship Certified and holds NACD CERT in Cyber-Risk Oversight. Education: B.S. in Business Administration (USC) and J.D. (Loyola Law School). Current AMD roles: Chair, Audit & Finance Committee; Member, Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra Energy | President & COO overseeing U.S. utilities and North American Infrastructure | May 2018–Jan 2020 | Oversight of regulated utilities and infrastructure |
| Sempra Energy | Corporate Group President, Infrastructure Businesses | 2017–2018 | Midstream, LNG, renewables, Mexico operations |
| Sempra Energy | EVP & CFO | 2011–2016 | Enterprise finance leadership |
| Sempra Energy | Chief Accounting Officer | 2007–2012 | Accounting oversight |
| Sempra Energy | SVP & Controller | 2006–2011 | Reporting, accounting, controls, tax |
| Sempra Energy | VP Corporate Tax & Chief Tax Counsel | Pre-2006 | Corporate tax leadership |
| PricewaterhouseCoopers | Partner, National Tax Office | Pre-2001 | National tax expertise |
| Unocal Corporation | Various legal/financial roles; VP Corporate Development & Asst. CFO | 1986–1999 | Worldwide tax planning, reporting/forecasting, M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REV Renewables LLC (private) | Audit Chair; Compensation Committee Member | Current | Audit leadership; compensation oversight |
| Infraestructura Energética Nova (IEnova), S.A.B. de C.V. (public) | Director (former) | 2013–2020 | Energy infrastructure board experience |
Board Governance
- Committee assignments: Chair, Audit & Finance; Member, Nominating & Corporate Governance .
- Audit committee “financial expert” determination (SEC definition) for Householder; committee members independent and financially literate .
- Independence: Board determined all directors serving in 2024 and all nominees other than the CEO are independent; no material transactions impairing judgment were identified .
- Meetings and attendance:
- Board met 8 times in 2024; all directors attended ≥75% of Board and relevant committee meetings .
- Audit & Finance Committee met 8 times in 2024 .
- Nominating & Corporate Governance Committee met 4 times in 2024 .
Fixed Compensation
| Element | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer | 100,000 | Standard non-employee director retainer |
| Audit & Finance Committee Membership Retainer | 20,000 | Committee membership fee |
| Audit & Finance Committee Chair Retainer | 25,000 | Chair fee |
| Nominating & Corporate Governance Committee Membership Retainer | 10,000 | Committee membership fee |
| 2024 Cash Fees Paid (Householder) | 155,000 | Sum of director + committee + chair retainers |
Additional terms:
- No perquisites, pension or retirement benefits for non-employee directors; expense reimbursement only .
- Lead Independent Director receives an additional $62,500 (not applicable to Householder) .
Performance Compensation
| Grant Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Policy Features |
|---|---|---|---|---|---|
| Annual RSU (Householder) | 5/8/2024 | 1,547 | 237,650 | 1-year cliff vest | Target Equity Value $250,000; award sized as $250,000 ÷ 30-day avg price; Chair gets 1.5×; Off-cycle grants pro-rated; all non-employee directors received annual RSUs in 2024 |
| Change of Control/Separation | — | — | — | Accelerated vesting upon change of control; also upon death, disability or retirement if ≥3 years board service and stock ownership guideline satisfied | Deferral election allows issuance of vested RSUs to be deferred until board departure; cannot be accelerated once elected |
Note: AMD’s outside director equity is time-based RSUs; no performance metrics (TSR, revenue, etc.) are used in director equity awards .
Other Directorships & Interlocks
| Company | Type | Role | Dates | Interlock/Conflict Notes |
|---|---|---|---|---|
| REV Renewables LLC | Private | Audit Chair; Compensation Member | Current | Private energy infrastructure; no AMD related-party transactions reported |
| IEnova, S.A.B. de C.V. | Public (Mexico) | Director (former) | 2013–2020 | Former public board; unrelated to AMD’s sector |
Expertise & Qualifications
- Financial leadership: Former CFO, Chief Accounting Officer, Controller at Sempra Energy; partner at PwC; audit committee financial expert .
- Governance and risk: NACD Directorship Certified; NACD CERT in Cyber-Risk Oversight .
- Strategic operations and M&A: senior roles spanning tax, reporting, forecasting and acquisitions at Unocal and Sempra .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 216,692 | Includes deferred RSUs and near-term vesting RSUs; no options |
| Percent of Class | <1% | Based on 1,616,297,522 shares outstanding |
| RSUs Vesting within 60 days of 3/19/2025 | 1,547 | Reflects 2024 annual grant |
| Deferred RSU Shares (as of 3/19/2025) | 210,239 | Deferral until board departure under Outside Director policy |
| RSUs Outstanding (as of 12/28/2024) | 211,786 | Includes deferred RSUs; no options outstanding |
| Options Exercisable within 60 days | 0 | None for non-employee directors |
| Ownership Guidelines | Lesser of 5× annual retainer or 30,000 shares (Chair 45,000); 5-year compliance window; directors encouraged to retain ≥10% net shares until met | As of 12/28/2024, all non-employee directors met or had time remaining |
Governance Assessment
- Board effectiveness: Long-standing independent director with audit chair tenure and “financial expert” designation supports robust oversight of financial reporting, internal controls and cybersecurity risk; audit committee met 8 times in 2024 and engages directly with EY and internal audit .
- Alignment signals: Deferred RSUs materially align interests with long-term shareholder outcomes; significant deferred balance (≈210k shares) and annual RSU grant consistent with AMD’s standardized policy .
- Independence and conflicts: Board’s annual review affirmed independence; no related-party transactions with directors in FY2024; insider trading policy in place; no loans or related-party payments disclosed .
- Attendance and engagement: Board and committees maintained regular cadence (Board 8, Audit 8, Nominating 4 in 2024); all directors met ≥75% attendance threshold .
- Compensation structure: Mix favors equity via time-based RSUs with standardized sizing; cash retains modest relative to equity and reflects chair/member roles; no director perquisites or pensions .
- Investor considerations:
- Change-of-control acceleration for director equity exists; common in market but can be scrutinized by governance-sensitive investors .
- Tenure since 2014 offers continuity and institutional knowledge; investors typically monitor tenure for refreshment balance alongside skills and performance .
- Use of independent compensation consultant (Compensia) in director pay benchmarking indicates process rigor .