Nora Denzel
Lead Independent Director at AMD
Board
About Nora M. Denzel
Nora M. Denzel is AMD’s Lead Independent Director (since November 2022) and has served on AMD’s Board since March 2014; she is 62 years old and chairs the Nominating & Corporate Governance Committee while also sitting on the Innovation & Technology Committee . She is NACD Directorship Certified, holds a CERT Certificate in Cybersecurity Oversight, has an MBA from Santa Clara University and a BS in Computer Science from SUNY, and brings 25+ years of senior technology operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Outerwall Inc. | Interim Chief Executive Officer | Jan–Aug 2015 | Led company as interim CEO during transition |
| Intuit Inc. | SVP, Big Data, Social Design & Marketing | 2008–2012 | Senior leadership in data-driven software and marketing |
| Intuit Inc. | SVP & GM, QuickBooks Employee Management BU | 2008–2012 | General management of payroll/HR software unit |
| Hewlett-Packard Enterprise (HPE) | SVP & GM, Software Global BU | May 2002–Feb 2006 | Led global enterprise software business |
| Hewlett-Packard Enterprise (HPE) | SVP, Enterprise Consulting Division | May 2002–Feb 2006 | Led enterprise consulting operations |
| Hewlett-Packard Enterprise (HPE) | VP, Computer Storage & Networking | 2000–2002 | Senior role in storage/networking |
| Legato Systems (EMC) | Executive roles | Pre-2000 | Data storage management software leadership |
| IBM | Executive roles | Pre-2000 | Senior positions across technology and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gen Digital Inc. (formerly NortonLifeLock) | Director | Dec 2019–Present | Current public company board |
| SUSE S.A. | Director | May 2021–Sep 2023 | Former public company board |
| Telefonaktiebolaget LM Ericsson | Director | Mar 2013–Mar 2023 | Former public company board |
| Talend SA | Director | 2017–2021 | Former public company board |
| National Association of Corporate Directors (NACD) | Non-profit Board Member | Current | NACD Directorship Certified; CERT certificate |
Board Governance
- Roles: Lead Independent Director; Chair—Nominating & Corporate Governance; Member—Innovation & Technology .
- Independence: Board determined all nominees except the CEO are independent; committees (Audit & Finance, Nominating & Corporate Governance, Compensation) comprised of independent directors .
- Lead Independent Director scope: Coordinates independent directors; chairs executive sessions; co-sets agendas; leads CEO evaluation and Board self-assessment; oversees CEO succession; engages stockholders; can retain outside advisors .
- Meetings & attendance: 2024 Board met 8 times; committees met—Audit & Finance (8), Compensation (6), Innovation & Technology (4), Nominating & Corporate Governance (4). All directors attended at least 75% of their meetings; non-employee directors held eight executive sessions in 2024 .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 202,500 | Includes Board/committee retainers and chair fees per schedule |
| Equity (RSUs) – Grant Date Fair Value ($) | 237,650 | Annual RSU grant under Outside Director Equity Compensation Policy |
| Total ($) | 440,150 | Sum of cash and RSU grant-date value |
| 2024 RSU Grant Details | Value |
|---|---|
| Grant Date | 5/8/2024 |
| RSUs Granted (#) | 1,547 |
| Grant-Date Fair Value ($) | 237,650 |
| Director Fee Schedule (2024) | Amount ($) |
|---|---|
| Annual Director Cash Retainer | 100,000 |
| Lead Independent Director Additional Retainer | 62,500 |
| Committee Membership Retainers – Audit & Finance | 20,000 |
| Committee Membership Retainers – Compensation | 20,000 |
| Committee Membership Retainers – Nominating & Governance | 10,000 |
| Committee Membership Retainers – Innovation & Technology | 20,000 |
| Committee Chair Retainer – Audit & Finance | 25,000 |
| Committee Chair Retainer – Compensation | 15,000 |
| Committee Chair Retainer – Nominating & Governance | 10,000 |
| Committee Chair Retainer – Innovation & Technology | 15,000 |
Notes:
- AMD does not pay per-meeting fees or director perquisites; reimburses reasonable expenses .
- Annual RSU award generally equals $250,000 divided by the 30-day average closing price; Chair of Board receives 1.5x target equity value .
Performance Compensation
- Directors receive time-based RSUs; no performance-vesting (no PSUs), bonuses, or options disclosed for non-employee directors .
| Director Equity Terms | Provision |
|---|---|
| Target Equity Value (Annual RSU) | $250,000 per director; Chair 1.5x |
| Vesting | 1-year cliff from grant date |
| Deferral | Optional deferral of share issuance until Board departure |
| Change-of-Control Acceleration | Director equity fully vests upon change of control; also fully vests upon death/disability/retirement if 3+ years service and ownership guideline met |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee Interlocks | None; no reciprocal board/comp committee interlocks disclosed |
| Related Party Transactions (2024) | None meeting SEC thresholds; policy requires Audit & Finance Committee review/approval; no related-party transactions in 2024 |
Expertise & Qualifications
- Seasoned technology operator with executive leadership roles at Intuit, HPE, IBM, Legato/EMC, and interim CEO experience at Outerwall .
- Governance credentials: NACD Directorship Certified; CERT Cybersecurity Oversight certificate; serves on NACD board .
- As Lead Independent Director, provides assertive, independent oversight, including agenda-setting, evaluations, succession, and investor consultation .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Beneficial Ownership (Shares) | 152,793; less than 1% of class |
| RSUs Outstanding (12/28/2024) | 59,333 |
| RSUs Vesting within 60 Days of 3/19/2025 | 1,547 |
| Deferred RSU Shares (as of 3/19/2025) | 57,786 |
| Options Held (12/28/2024) | None for non-employee directors |
| Stock Ownership Guidelines | Lesser of 5× annual retainer shares or 30,000 shares (non-Chair); achieve within 5 years; retain 10% net shares until met |
| Guideline Compliance (Directors, 12/28/2024) | All holding required shares or within compliance timeline |
Governance Assessment
- Independence and leadership: Strong structure with an empowered Lead Independent Director and fully independent key committees; Denzel’s role includes CEO evaluation, succession planning, and investor engagement—supports board effectiveness .
- Attendance and engagement: Board/committee cadence robust; all directors ≥75% attendance; eight executive sessions of non-employee directors—indicative of active oversight .
- Alignment and incentives: Cash/equity mix balanced (2024: $202.5k cash; $237.65k RSUs); RSU deferral election used (large deferred RSU balance), enhancing long-term alignment without options or perquisites .
- Conflicts and related-party risk: No related-party transactions in 2024; Board independence review found no material interests interfering with judgment; no interlocks flagged—low conflict risk .
- Red flags: None disclosed. Notable investor considerations include standard change-of-control vesting for director equity; common market practice but monitor for future modifications. No pledging/hedging issues disclosed; insider trading policy in place .