On August 17, 2026, Joe Householder notified Advanced Micro Devices, Inc. of his retirement from the Board, effective August 19, 2026, after serving as a director since 2014; his retirement was not due to any disagreement with the Company. Effective that date, KC McClure will succeed him as Chair of the Audit and Finance Committee and join the Nominating and Corporate Governance Committee, while Nora Denzel will join the Audit and Finance Committee. Also effective August 19, 2026, the Board appointed Tim Ryan as an independent director, with compensation under the Company’s standard non-employee director policies and the Company’s standard form of indemnity agreement. A related press release was furnished as Exhibit 99.1.
Original SEC Filing Text expand_more
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Retirement On August 17, 2026, Mr. Joe Householder provided Advanced Micro Devices, Inc. (the Company ) with notice of his intention to retire from the Company s Board of Directors (the Board ) effective as of August 19, 2026. Mr. Householder has served as a director since 2014. Mr. Householder s retirement is not the result of any disagreement with the Company on any matter relating to the Company s operations, policies, or practices. Upon the effective date of Mr. Householder s retirement, Ms. KC McClure, a member of the Board, will succeed Mr. Householder as the Chair of the Audit and Finance Committee (the "Audit and Finance Committee") of the Board and Ms. Nora Denzel, the Company s Lead Independent Director, will join the Audit and Finance Committee. In addition, Ms. McClure will be appointed to the Nominating and Corporate Governance Committee of the Board. Director Appointment In connection with Mr. Householder s retirement, on August 19, 2026, the Board appointed Mr. Tim Ryan as a member of the Board effective as of August 19, 2026. The Board has determined that Mr. Ryan qualifies as an independent director for purposes of the rules of the Nasdaq Stock Market as well as applicable rules adopted by the U.S. Securities and Exchange Commission (the SEC ). Mr. Ryan will receive compensation based on the same policies as the Company s other non-employee directors, which are described in the Company s definitive proxy statement filed on March 27, 2026 with the SEC and in the Company s Outside Director Equity Compensation Policy attached as Exhibit 10.2 to the Company s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025. Mr. Ryan is expected to enter into the Company s standard form of indemnity agreement in the form filed as Exhibit 10.1 to the Company s Current Report on Form 8-K filed with the SEC on October 10, 2008. There are no family relationships between Mr. Ryan and any director or executive officer of the Company, nor does Mr. Ryan have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. A copy of the press release regarding Mr. Ryan s appointment and Mr. Householder s retirement is attached as Exhibit 99.1 hereto.
