Nora Denzel
ADVANCED MICRO DEVICESAbout 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 .