Lisa Su
About Lisa Su
AMD Chair, President and CEO since October 2014 (director since October 2014; Chair since February 2022); age 55; MIT B.S., M.S., Ph.D. in Electrical Engineering; former IBM semiconductor R&D VP, Freescale CTO/SVP/GM; joined AMD in January 2012 (SVP/GM), COO July–October 2014 before becoming CEO . Under her leadership, AMD delivered 2024 revenue of $25.8B (+14% y/y), gross margin of 49%, and net income of $1.6B, with Data Center revenue of $12.6B (+94% y/y) and Client revenue of $7.1B (+52% y/y) . From end-2019 to end-2024, AMD’s market cap rose 276% (~$149B increase); 2021-2024 PRSUs paid at 200% on 79.99% three-year TSR, 53.54 pts above the S&P 500 . Recognitions include TIME CEO of the Year (2024), Bower Award, Noyce Medal; IEEE Fellow; member of the American Academy of Arts & Sciences and National Academy of Engineering .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AMD | Chair, President & CEO; Director | CEO since Oct 2014; Director since Oct 2014; Chair since Feb 2022 | Led turnaround and AI/datacenter expansion; market cap +276% 2019–2024 |
| AMD | COO | Jul 2014 – Oct 2014 | Ran business units, sales, global ops |
| AMD | SVP & GM, Global Business Units | Jan 2012 – Jul 2014 | Drove end-to-end product execution |
| Freescale Semiconductor | CTO; SVP & GM, Networking & Multimedia | 2007–2012 | Led technology roadmap; global strategy/engineering |
| IBM | Various leadership incl. VP, Semiconductor R&D Center | 13 years (pre‑2007) | Set IBM silicon tech strategy; alliances; R&D ops |
| Texas Instruments | Member of technical staff | 1994–1995 | Early engineering roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Semiconductor Industry Association | Vice Chair | Current | Industry policy/advocacy leadership |
| U.S. DHS AI Safety and Security Board | Member | Current | AI risk oversight |
| MBZUAI | Board Trustee | Current | AI academic governance |
| Cisco Systems (public) | Director | 2020–2023 | Former public company directorship |
| Analog Devices (public) | Director | 2012–2020 | Former public company directorship |
Fixed Compensation
| Component (FY2024) | Amount/Policy | Notes |
|---|---|---|
| Base salary | $1,260,000 (up 5.0% y/y) | Effective July 1, 2024 |
| Target annual bonus | 200% of base salary | Unchanged vs 2023 |
| Actual bonus paid (EIP) | $1,776,120 | EIP payout factor 72.2% of target |
| CEO pay ratio | 216:1 | CEO total comp $30,996,392; median employee $143,804 |
Performance Compensation
- Annual EIP metrics and weighting (FY2024): Adjusted non-GAAP net income 50%; Net revenue 40%; Adjusted free cash flow 10%; plus Strategic Milestones 20% (EIP payout factor 72.2%) .
- 2024 LTI mix and design:
- PRSUs: 139,304 target shares (0–250% payout) based on three-year relative TSR vs S&P 500 with absolute TSR cap; EPS growth modifier can lift to 125–150% of Initial Earned Shares (cap 250%); performance period 8/9/2024–8/9/2027; settle on/after 8/15/2027 .
- Stock options: 91,173 options, 7-year term, strike $134.27; 25% vest annually 8/9/2025–8/9/2028 .
- CEO LTI weight: ~88% of target total direct comp; ~96% variable pay overall .
- Prior-cycle result: 2021 PRSUs vested at 200% in Aug 2024 on relative TSR >+50 pts vs S&P 500; 2019 Value Creation Awards final 50% vested Aug 2024 .
| Incentive | Metric(s) | Target/Range | 2024 Outcome / Status | Vesting |
|---|---|---|---|---|
| EIP (cash) | Adj. non-GAAP NI (50%), Revenue (40%), Adj. FCF (10%), Strategic milestones (20%) | Targets undisclosed | 72.2% factor; $1,776,120 paid | N/A (cash) |
| 2024 PRSUs | 3-yr relative TSR vs S&P 500; absolute TSR cap; EPS growth modifier | 0–250% of 139,304 target | In progress (2024–2027) | Vests/settles 2027 post-certification |
| 2024 Options | Stock price appreciation | Strike $134.27 | In progress | 25% per year 2025–2028; 7-year term |
| 2021 PRSUs | 3-yr relative TSR; EPS | 0–200% | 200% vested Aug 2024 | Settled Aug 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 4,736,062 shares; <1% of outstanding (1,616,297,522 shares outstanding) |
| Options exercisable within 60 days (as of Mar 19, 2025) | 553,902 shares |
| Outstanding option tranches (select) | 224,727 @ $34.19 exp 8/9/2026; 120,642 @ $84.85 exp 8/9/2027; 112,029 @ $107.58 exp 8/9/2028; 69,886 @ $95.54 exp 8/9/2029; 26,618/79,856 @ $110.47 exp 8/9/2030; 91,173 @ $134.27 exp 8/9/2031 (2024 grant) |
| Time-based RSUs outstanding (CEO) | 32,442 (sched. vesting through 2026) |
| PRSUs in-flight (estimates as of 12/28/2024) | 2022 cycle: 155,717 (120% est.); 2023 cycle: 130,021 (82% est.); 2024 cycle: 89,155 (64% est.)—final payouts contingent on performance and caps; 2022 settles 2025; 2023 settles 2026; 2024 settles 2027 |
| Ownership guidelines | CEO must hold 6x base salary; all NEOs met or have time remaining as of 12/28/2024 |
| Hedging/pledging | Hedging prohibited; pledging not permitted without approval (none granted); none of NEOs/Directors have pledged shares |
| Clawback | Nasdaq-compliant restatement clawback; plus recoupment for misconduct, non-compete/confidentiality breaches, workplace misconduct/criminal acts in certain awards |
| Deferred compensation | DIA plan balance: $1.239M; 2024 return 10.7% (plan-based); no above-market earnings |
Note: 2024 realized equity liquidity included $47.79M value from option exercises and $136.69M value from vesting stock awards; does not imply open-market selling but indicates potential tax withholding and liquidity events tied to vesting/exercises .
Employment Terms
| Scenario | Key economics | Notes |
|---|---|---|
| Involuntary termination without cause / Constructive termination (no CoC) | 2x base salary; pro‑rata EIP bonus based on actual performance; 12 months of additional time-based vesting credit; performance awards continue to end of cycle; 24 months COBRA | Aggregate estimated value (12/28/2024 assumption set): $27.6M including equity impacts |
| Qualifying termination within 24 months after CoC (double-trigger) | 2x base + 2x target bonus; full acceleration (performance awards at target) or per plan mechanics; pro‑rata target bonus; 24 months COBRA; $4,000/month financial planning for 12 months; 280G cut-down if beneficial | Aggregate estimated value: $68.8M (assumes 12/28/2024) |
| Death | Equity acceleration per plan (target for newer PRSUs; performance-to-date for older cycles); life insurance up to $3M; pro‑rata EIP at Compensation Committee discretion | Aggregate estimated value: $73.4M (assumes 12/28/2024) |
Additional points:
- Change-in-control equity treatment: PRSUs convert to RSUs at assessed performance on CoC; vest on earlier of one year post-CoC or original end date; accelerate on qualifying termination post-CoC .
- No excise tax gross‑ups; policy caps CoC cash at ≤2x salary+bonus plus pro‑rata bonus; health/welfare tax gross‑ups apply to certain NEOs (not CEO) under change-in-control agreements .
Board Governance and Service
- Role and independence: Combined Chair/CEO since Feb 2022; Board determined all directors other than Dr. Su are independent (Dr. Su not independent by role) .
- Lead Independent Director: Nora Denzel—sets agendas with Chair, leads CEO evaluation, oversees executive sessions, stockholder engagement, succession planning, and may retain independent advisors .
- Committees: CEO is not a committee member; Board committees (Audit & Finance; Compensation & Leadership Resources; Innovation & Technology; Nominating & Corporate Governance) fully independent .
- Board/committee attendance: Board met 8 times in 2024; all directors ≥75% attendance; 8 executive sessions of non-employee directors .
- Director pay: Employee director (Dr. Su) receives no additional pay for Board service .
Director Compensation (as a Director)
- Not applicable—employee director; AMD provides non-employee director fee/equity schedules, but Dr. Su received none as a director .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~80% of votes cast; AMD engaged with ~35% of shares outstanding and ~60% of top 100 holders on compensation/ESG/governance; feedback supportive of design; program retained .
Compensation Peer Group (for benchmarking)
- 2024 peer set used for competitiveness and design included: Adobe; Analog Devices; Applied Materials; Broadcom; Cisco; Intel; IBM; Intuit; Lam Research; Marvell; Micron; NXP; NVIDIA; Oracle; Qualcomm; Salesforce; SAP; Texas Instruments; VMware (acquired by Broadcom) .
- Peer median (as of trailing four quarters ended 9/7/2023): revenue $26.5B; market cap $143.2B; AMD revenue $21.9B; market cap $176.5B .
Performance & Track Record (selected)
- FY2024: Revenue $25.8B (+14%); Gross Margin 49%; Net Income $1.6B; Data Center $12.6B (+94%); Client $7.1B (+52%); Gaming $2.6B (–58%); Embedded $3.6B (–33%) .
- Strategic execution: MI300X AI accelerators in production at hyperscalers; launched 5th Gen EPYC (“Zen 5”); Ryzen AI 300 NPUs; Ryzen 9000; PS5 Pro semi‑custom; ROCm software improvements; Silo AI acquisition; pending ZT Systems acquisition (H1 FY2025 close expected) .
- Capital allocation: $862M buybacks (5.9M shares); debt reduced to $1.8B; cash/investments $5.1B at 12/28/2024 .
Compensation Committee & Policies
- Committee: Independent; chaired by Michael Gregoire; advisor Compensia (no conflicts per 2025 assessment) .
- Policies: Robust clawback; no hedging; pledging prohibited (no exceptions granted); minimum 1‑year equity vesting; double‑trigger CoC; limited perqs; strong ownership requirements; annual comp risk review found no material risk .
Risk Indicators & Red Flags
- Mitigants: Heavy at‑risk, performance‑based pay; relative TSR and EPS growth in PRSUs; clawbacks; no hedging/pledging; double-trigger CoC with capped cash; rigorous stock ownership; independent Lead Director structure .
- Governance consideration: Combined Chair/CEO role—offset by strong Lead Independent Director authorities and fully independent committees .
Equity Vesting Calendar (forward-looking visibility)
- Options (2024 grant): 25% on Aug 9 of 2025, 2026, 2027, 2028; 7‑year term; strike $134.27 .
- RSUs (CEO outstanding time-based): scheduled through 2026 (specific grant lines in Outstanding Equity Awards) .
- PRSUs: 2022 cycle settles on/after Aug 15, 2025 (est. 120% as of 12/28/2024); 2023 cycle settles 2026 (est. 82%); 2024 cycle settles 2027 (est. 64%); all subject to final performance and plan caps .
- Note: Vesting/settlement events can drive administrative share sales for tax withholding; no pledging or hedging permitted .
Employment Terms (Detail)
| Term | Provision |
|---|---|
| Severance (no CoC) | 2x base salary; pro‑rata actual EIP; 12 months vesting credit; 24 months COBRA |
| Severance (within 24 months post‑CoC) | 2x base + 2x target bonus; full equity acceleration at target for performance awards (per agreement/plan); pro‑rata target EIP; 24 months COBRA; $4k/month FP for 12 months; best‑net 280G cut‑down |
| Equity on CoC | PRSUs convert to RSUs at assessed performance and vest on earlier of 1‑yr post‑CoC or original end date; accelerate on qualifying termination |
| Clawback | Restatement-based recovery; misconduct/competition/confidentiality/workplace misconduct recoupment on certain awards |
| Perquisites | Security program; limited personal travel guest costs disclosed; aircraft use policy for business; no tax gross‑ups for CEO; HSR fee paid for CTO (no gross‑up) |
Investment Implications
- Pay-for-performance alignment is strong: ~96% of CEO pay is variable; LTI emphasizes multi-year relative TSR with EPS growth modifier; 2021-2024 cycles paid at 200% given outperformance—aligns with strategic execution in AI and data center .
- Upcoming vest and settlement events (notably 2022/2023/2024 PRSUs and 2024 options) may create episodic insider tax-related selling pressure; however, AMD prohibits hedging/pledging and enforces robust ownership requirements, mitigating misalignment risk .
- Retention risk looks contained: Competitive compensation, clear succession processes, and double‑trigger CoC protection reduce flight risk for key leaders; new Executive Retirement Plan formalizes retirement benefits to smooth transitions .
- Governance: Combined Chair/CEO warrants monitoring, but AMD’s empowered Lead Independent Director and fully independent committees provide counterbalance; consistent say‑on‑pay support (~80%) and active investor engagement reduce governance discount risk .
- Trading signal: Continued delivery on AI accelerator and EPYC roadmap is tied directly to performance metrics in incentives; positive estimate momentum or major AI wins could lift PRSU earnouts and reinforce equity-aligned management behavior; conversely, misses could depress payout outcomes (and morale), amplifying sensitivity to execution .