The method of setting the number is the disclosure — AMD grants its chief executive a $75 million performance award
AMD approved fiscal 2025 bonuses for five officers in February 2026 and granted Lisa Su a special equity award targeted at $75 million. It is entirely performance-based, with four stock price hurdles setting the payout anywhere from 0% to 200%.
Filing key facts
- CompanyADVANCED MICRO DEVICES INC (AMD)
- FormCurrent report (8-K)
- ExchangeNasdaq
- Industry (SIC)Semiconductors & Related Devices
- Filing date2026-02-17
- Period2026-02-10
- 8-K events5.02 Director/officer changes; compensation
- Accession no.0000002488-26-000029
Key points
- The committee approved fiscal 2025 bonuses for four officers on 10 February 2026 and the board approved $3,125,430 for Lisa T. Su the next day.
- On that same 11 February the board cleared a one-off long-term equity incentive for Dr Su targeted at $75 million.
- The target number of performance units comes from setting the target value against the average closing price across the 30 trading days up to the grant date.
- The share earned runs from 0% to 200% across four stock price hurdles, over a performance period from 15 March 2026 to 15 March 2031.
- The committee weighed the record price of $267.08 and five-year growth for the S&P 500 and its technology names, placing the hurdles beyond the midpoint of both.
1An amount, and a method, are different things
Two things sit in this report. One is a set of fiscal 2025 bonus amounts for five officers. The other is the design of a special equity award for the chief executive. The first discloses settled figures; the second discloses a rule for what will be paid if certain things happen. The disclosure is the method of arriving at a number rather than the number itself, which makes it a striking case even within item 5.02.
2How high the price must go, and for how much
| Share of target earned | Stock price hurdle, as a compound annual growth rate over five years, or a price | Tranche |
|---|---|---|
| 0% | Less than 10% | Below the threshold |
| 50% | 10% | Tranche 1 |
| 100% | 15% | Tranche 2 |
| 150% | 17.5% | Tranche 3 |
| 200% | $600 | Tranche 4 |
The report states that each hurdle sits far above the average closing price across the 60 trading days up to the grant date, which the award calls the baseline price. A tranche vests only where the 90-trading-day average closing price reaches its hurdle at some point in the performance period.
Hurdles expressed as percentages are calculated from the price that would result from growing the baseline price at that compound annual rate over five years, and the final hurdle prices for tranches one through three are settled on the grant date, rounded to the nearest $5.00.
3Even the choice of level is explained
The committee, the report says, weighed the highest price the shares had ever reached, $267.08 standing at the grant date, alongside recent five-year compound growth for the S&P 500 and for the information technology names within it, then placed the target hurdle comfortably beyond the midpoint of the growth seen across both groups. The filing does not merely assert that the bar is high; it names what the bar was measured against.
Units earned before the third anniversary do not vest until then, with 50% vesting on the third anniversary and the remaining 50% on the fifth.
4The eight patterns side by side
| Pattern | What happens | The filing in this series |
|---|---|---|
| A change of chief executive | The next leader is settled | Apple, April 2026 |
| Pay reported afterwards | People first, numbers later | Accenture, July 2025, on Form 8-K/A |
| Hiring from outside | An officer is brought in and every term given as a figure | Broadcom, March 2026 |
| Promotion from within | Someone is raised, with part of the pay by reference | General Dynamics, December 2025 |
| Interim made permanent | A provisional arrangement is settled | Dell Technologies, November 2025, on Form 8-K/A |
| A director retires | A seat is left mid-term, with no disagreement stated | Oracle, January 2026 |
| Severance terms agreed | Conditions for leaving are set, with an expiry | Adobe, July 2026 |
| Performance pay designed | The method, not the amount, is disclosed | AMD, February 2026 |
Set side by side, the eight show how much ground item 5.02 covers. People arrive, people leave, a provisional arrangement becomes permanent, and terms settle while nobody moves at all. What they share is that each concerns who runs the company and on what terms. Of the 446 current reports this site holds as of 2026-09-04, 116 (26.0%) carry this item, better than one in four. The full disclosure is in the document filed with the Commission.
Why it matters
What item 5.02 discloses is not only settled amounts but the design that produces them, down to what the chosen level was benchmarked against. People arrive, people leave, a provisional arrangement is confirmed, and terms are fixed while nobody moves; across all eight patterns the common thread is a fact about who runs the company and on what terms.
FAQ
How is the number of units determined?
How is a hurdle tested?
How were the hurdle levels chosen?
Sources (primary)
This article is an independent organization based on the U.S. SEC official disclosures below. Always verify the exact, latest details with the original filing.
- SEC EDGAR (filing index)
- Primary document (original)
- Accession no.：0000002488-26-000029