Michael Gregoire
Director at AMD
Board
About Michael P. Gregoire
Independent director at AMD since November 2019; age 59. Founding partner at Brighton Park Capital with prior CEO roles at CA Technologies and Taleo, plus executive experience at PeopleSoft and EDS. Education: B.S. in physics and computing (Wilfrid Laurier University) and MBA (California Coast University). He serves as Chair of AMD’s Compensation and Leadership Resources Committee and is a member of the Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CA Technologies | Chairman & CEO | 2013–2018 | Led enterprise software strategy and operations . |
| Taleo Corporation | President & CEO; Director; Chairman | 2005–2012; Director 2005–2012; Chairman 2009–2012 | Drove cloud-based talent management growth . |
| PeopleSoft, Inc. | Executive Vice President | Prior to 2005 | Senior executive leadership in enterprise software . |
| Electronic Data Systems (EDS) | Executive Director | Prior to 2005 | Operations and services leadership . |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Brighton Park Capital | Founding Partner | Current . |
| Smartsheet Inc. | Chairman of the Board | 2019–Jan 2025 (until sale to Vista/Blackstone) . |
| Automatic Data Processing, Inc. | Director | 2014–2019 . |
| World Economic Forum IT Governors | Chair (committee) | Prior |
| Business Roundtable IT Committee | Member | Prior |
| TechNet Executive Council | Executive Council | Prior |
Board Governance
- Independence: The Board determined all 2024 directors and 2025 nominees other than Dr. Su are independent; Gregoire is independent under SEC/Nasdaq rules .
- Committee roles: Chair, Compensation and Leadership Resources Committee (six meetings in 2024; Gregoire became chair in May 2024), and member, Nominating and Corporate Governance Committee (four meetings in 2024) .
- Attendance: The Board held eight meetings in 2024; all directors attended at least 75% of Board/committee meetings, and all directors attended the 2024 annual meeting; non‑employee directors held eight executive sessions .
- Compensation committee practices: Uses independent consultant Compensia; Committee concluded consultant had no conflicts; oversees EIP metrics and long-term incentives and conducts annual risk assessment .
Fixed Compensation
| Component | FY 2024 Amount/Detail |
|---|---|
| Fees earned or paid in cash | $139,684 . |
| Annual RSU award (grant date; shares; fair value) | 5/8/2024; 1,547 RSUs; $237,650 . |
| Total director compensation | $377,334 . |
Compensation structure (FY 2024 policy): annual cash retainer $100,000; committee membership retainers—Compensation $20,000, Nominating & Corporate Governance $10,000; committee chair retainers—Compensation $15,000; equity awards via annual RSUs sized at $250,000 target equity value divided by 30‑day average share price (Chair of the Board 1.5x) . Annual RSU awards vest on the one‑year anniversary of grant; directors may elect to defer settlement until Board service ends .
Performance Compensation
- Outside director equity awards are time‑based RSUs; there are no performance metrics for non‑employee director grants. Annual RSUs vest after one year; change‑of‑control, death, disability can accelerate vesting under the Outside Director Equity Compensation Policy .
- No stock options outstanding for non‑employee directors as of FY 2024; Gregoire held no options .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Smartsheet Inc. | Chairman | Former (2019–Jan 2025) . |
| Automatic Data Processing, Inc. | Director | Former (2014–2019) . |
- Compensation committee interlocks: None—no AMD executive serves on other companies’ boards or compensation committees with reciprocal ties .
- Related party transactions: None with related persons in fiscal 2024 under SEC rules .
Expertise & Qualifications
- CEO experience, financial management, and technology industry strategy; brings extensive executive leadership and fiscal background to AMD .
- Policy and ecosystem leadership through WEF, Business Roundtable, and TechNet engagements .
- Technical and operational oversight experience across enterprise software and services .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 15,814; less than 1% of class (*) . |
| RSUs vesting within 60 days of 3/19/2025 | 1,547 . |
| Deferred RSU shares (settlement deferred until Board exit) | 14,267 . |
| Options (exercisable/unexercisable) | None . |
| Hedging/pledging | Hedging prohibited; pledging requires approval and has not been granted; none of AMD’s directors have pledged shares . |
| Director stock ownership guideline | Lesser of 5× annual retainer/30‑day avg price or 30,000 shares; 5‑year compliance window; as of 12/28/2024, all non‑employee directors met or were within compliance timeframe . |
() Percent of class indicator as reported; “” denotes less than one percent .
Governance Assessment
- Board effectiveness: Gregoire chairs the Compensation Committee, which employs independent advice (Compensia), maintains pay‑for‑performance design (EIP metrics: adjusted non‑GAAP net income, revenue, adjusted free cash flow), and reported no material compensation‑related risk per the 2025 assessment—supportive of investor confidence .
- Independence and conflicts: AMD’s Board affirmed independence; no 2024 related‑party transactions; anti‑hedging/pledging policies in place—reduces misalignment risk .
- Engagement signals: Say‑on‑Pay support ~80% in 2024 and active investor outreach indicate constructive shareholder relations overseen by the Board and its committees .
- RED FLAGS: None disclosed. Potential monitoring item—external private equity role at Brighton Park could create information/conflict sensitivities if portfolio companies intersect AMD’s ecosystem; AMD’s related‑party review and independence determinations found no material conflicts in 2024 .