Mark Papermaster
Executive Vice President and Chief Technology Officer at AMD
Executive
About Mark Papermaster
Executive Vice President and Chief Technology Officer (Technology and Engineering) at AMD since January 2019; joined AMD in October 2011. Age 63; BS in Electrical Engineering from the University of Texas at Austin; MS in Electrical Engineering from the University of Vermont. His remit includes technical direction and product development, the Zen high‑performance x86 CPU family, high‑performance GPUs, and Infinity Architecture. AMD delivered record 2024 revenue of $25.8B (+14% YoY), gross margin 49%, operating income $1.9B, and net income $1.6B, with Data Center revenue up 94% to $12.6B; strategic highlights included Instinct MI300X production deployments, 5th Gen EPYC (Zen 5), and Ryzen AI 300 Series launches .
Past Roles
| Organization | Role | Years/Period | Strategic impact |
|---|---|---|---|
| Cisco Systems | Leader, Silicon Engineering Group | Pre–Oct 2011 | Led silicon strategy, architecture, and development for switching and routing businesses . |
| Apple | Senior Vice President, Devices Hardware Engineering | Pre–Oct 2011 | Responsible for iPod and iPhone hardware development . |
| IBM | Senior leadership roles in microprocessor/server technologies | Pre–Oct 2011 | Oversaw development of key microprocessor and server technologies . |
External Roles
| Organization | Role | Years/Period | Notes |
|---|---|---|---|
| U.S. Department of Commerce Industrial Advisory Committee (CHIPS for America) | Vice Chair | Appointed Oct 2024 | National advisory role . |
| National Academy of Engineering | Member | — | Recognition for leadership in IC processor design/production . |
| Global Semiconductor Alliance | Board of Directors | — | Industry governance . |
| IEEE | Industry Advisory Board member | — | Professional standards/industry engagement . |
| University of Texas at Austin | Cockrell School of Engineering Advisory Board; President’s Austin Innovation Board | — | Academic and innovation advisory roles . |
| Purdue University | Semiconductor Degrees Leadership Board | — | Workforce development advisory . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual base salary (paid) ($) | $750,199 | — (not a named executive officer) | $820,000 |
| Base salary at year-end ($) | — | — | $840,000 (as of Dec 28, 2024) |
| Target bonus % of base | 125% | 125% | 125% |
| Actual bonus paid ($) | $375,000 | — | $740,050 |
| All other compensation ($) | $15,734 | — | $134,312 (includes $105,000 HSR filing fee and $12,497 guest travel costs; no tax gross‑up on HSR) |
| Total compensation ($) | $10,549,171 | — | $11,225,222 |
Notes:
- EIP performance factor for 2024 was 72.2%; Individual Performance Factor 1.0 .
- Base salary increased from $800,000 to $840,000 effective July 1, 2024 .
Performance Compensation
| Component | Metric | Weighting/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 EIP (cash) | Corporate financial performance (revenue, adjusted non‑GAAP net income, adjusted free cash flow) ; split H1 (40%) and H2 (60%) | 80% financial; 20% strategic milestones | 125% of base | Performance factor 72.2%; Individual Performance Factor 1.0; payout $740,050 | Paid in March following year after committee certification . |
| 2024 PRSUs (equity) | TSR vs S&P 500 (0–200% of target); non‑GAAP EPS growth kicker (0/25/50% of earned PRSUs) | Earned 0–250% of target | Target PRSUs: 38,857; Max: 97,142 | Earned based on 3‑year performance; EPS kicker contingent on FY2026 vs FY2024 (or FY2025 vs FY2024 if CoC timing) | Performance period 8/9/2024–8/9/2027; settlement ~8/15/2027 post certification . |
| 2024 Stock Options | Options granted under 2023 Plan | — | 25,432 options at $134.27 | — | Vest 25% each on 8/9/2025, 8/9/2026, 8/9/2027, 8/9/2028; 7‑year term . |
| 2024 Time‑based RSUs | RSUs under 2023 Plan | — | 12,952 RSUs | — | Prior Papermaster RSU award vests 25% annually (Aug 9, 2023–2026) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 1,949,509; less than 1% of shares outstanding . |
| Shares outstanding (Record Date) | 1,616,297,522 . |
| Options exercisable within 60 days (from Mar 19, 2025) | 235,799 . |
| RSUs vesting within 60 days (from Mar 19, 2025) | — . |
| Hedging/pledging | Hedging prohibited; pledging requires pre‑approval and has not been granted; none pledged . |
| Stock ownership guidelines | Robust executive ownership requirements; NEOs on track or have time remaining to comply . |
Outstanding Equity Awards at FY2024 Year‑End (values at $125.19/share)
Stock awards (unvested and unearned):
| Type | Shares (#) | Market/Payout Value ($) |
|---|---|---|
| RSU (award with 25% annual vest Aug 9, 2023–2026) | 10,862 | $1,359,814 |
| RSU (award) | 11,892 | $1,488,759 |
| RSU (award) | 12,952 | $1,621,461 |
| PRSU (2022 cycle; est 120% of target) | 52,138 | $6,527,106 |
| PRSU (2023 cycle; est 82% of target) | 39,005 | $4,883,036 |
| PRSU (2024 cycle; target basis) | 24,868 | $3,113,224 |
Option awards:
| Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 105,498 | — | 19.10 | 8/9/2025 |
| 67,508 | — | 34.19 | 8/9/2026 |
| 31,369 | — | 84.85 | 8/9/2027 |
| 35,041 | — | 107.58 | 8/9/2028 |
| 23,398 | 23,400 | 95.54 | 8/9/2029 |
| 7,985 | 23,957 | 110.47 | 8/9/2030 |
| — | 25,432 | 134.27 | 8/9/2031 |
2024 realized equity/cash from vesting/exercises:
| Metric | Amount |
|---|---|
| Shares acquired on option exercise | 97,756 |
| Value realized on exercise ($) | $15,503,578 |
| Shares acquired on vesting | 291,484 |
| Value realized on vesting ($) | $39,923,376 |
Employment Terms
| Benefit | Involuntary Termination Without Cause (Outside CoC) ($) | Qualifying Termination Following Change in Control ($) | Termination Due to Death ($) |
|---|---|---|---|
| Severance (cash) | 840,000 (12 months base pay) | 3,730,000 (2x base + 2x target bonus) | — |
| Annual bonus (pro‑rata) | 740,050 | 1,025,000 (pro‑rata at target) | 740,050 |
| Stock options (acceleration value) | — | 850,534 | 850,534 |
| RSUs/PRSUs (acceleration value) | — | 15,459,523 | 28,773,516 |
| Health & welfare (12 months COBRA) | 20,956 | 34,553 (incl. tax gross‑up on COBRA) | — |
| Life insurance | — | — | 2,520,000 |
| Financial planning | — | 4,000 | — |
| Total | 1,601,006 | 21,103,609 | 32,884,099 |
Contract features and policies:
- Change of control protections are “double trigger” (requires termination within 24 months of a CoC); cash benefits capped at two times base salary plus two times target bonus (plus pro‑rated target bonus) .
- No excise tax gross‑up; parachute payment cut‑back applies; COBRA benefit includes income tax gross‑up for that benefit only .
- Clawback policy compliant with Nasdaq; broader recoupment right for misconduct; minimum one‑year vesting on 95%+ equity awards .
Performance & Track Record
- 2024 performance: record revenue ($25.8B), gross margin 49%, operating income $1.9B, net income $1.6B; strong Data Center growth (Instinct MI300X; 5th Gen EPYC “Zen 5”); AI PC roadmap with Ryzen AI 300 Series; PlayStation 5 Pro semi‑custom SoC with AI‑driven upscaling .
- Pay‑versus‑performance: AMD reports “Compensation Actually Paid” under SEC rules, emphasizing long‑term equity revaluation; AMD highlights tight linkage of compensation to TSR and non‑GAAP net income/EPS growth in PRSUs and EIP .
Compensation Structure Notes
- Mix shift and incentive design: For non‑CEO NEOs, target total direct pay emphasizes variable/at‑risk compensation (approx. 91% on average in 2024), with PRSUs, RSUs, and options .
- EIP targets are intentionally rigorous; 2024 payouts were below target (72.2%) despite strong operating results .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; none pledged—positive alignment signal .
- Clawback and minimum vesting: Strengthens alignment and reduces risk of windfall from restatements .
- 2024 realized equity value: Significant vesting/exercise flows ($39.9M vested; $15.5M exercised) may create periodic liquidity/selling pressure around vest dates and option windows .
- Change‑in‑control acceleration: Material equity acceleration ($15.46M CIC RSU/PRSU value; $0.85M options; total CIC package $21.1M) could influence retention during strategic events .
Equity Ownership & Alignment Details
- Beneficial stake: 1,949,509 shares; options exercisable within 60 days 235,799; RSUs vesting within 60 days not applicable; <1% of class .
- Executive ownership guidelines: On track to comply; combined with no hedging/pledging reinforces long‑term alignment .
Investment Implications
- Alignment: Strong alignment via PRSUs tied to TSR and EPS growth, robust ownership guidelines, and anti‑hedging/pledging policy—favorable for long‑term value creation .
- Retention risk: Competitive fixed pay and substantial unvested PRSUs/RSUs; CIC protections are double‑trigger and capped, but equity acceleration values are meaningful ($15.46M RSU/PRSU; total CIC package $21.1M), which can both retain and, in strategic transactions, motivate continuity .
- Selling pressure: 2024 vesting/exercise flows ($39.9M vested; $15.5M exercised) suggest notable potential for scheduled sales around vest dates; monitor Form 4 activity for ongoing cadence .
- Execution track record: Product leadership (Zen 5, MI300X, Ryzen AI) and strong data center growth underpin pay‑for‑performance credibility; EIP payout below target (72.2%) indicates disciplined bonus governance even in a strong year .
- Governance quality: Clawback, minimum vesting, no excise gross‑ups, and compensation oversight by independent committee with external consultant (Compensia) are positives for compensation risk management .