DEF 14A of Ambarella Inc, Apr 25, 2025

DEF 14A of Ambarella Inc

Filed Apr 25, 2025 · FY20250001193125-25-097128

Open on EDGAR

  1. MEETING AGENDA

    | | Page | | Option Exercises and Stock Vested | 47 | | Outstanding Equity Awards at Fiscal Year-End | 48 | | Potential Payments upon Termination or Change in Control | 50 | | Pay Ratio Disclosure | 55 | | Pay Versus Performance | 56 | | Equity Compensation Plan Information | 61 | | Security Ownership of Certain Beneficial Owners and Management | 62 | | Certain Relationships and Related Person Transactions | 64 | | Shareholder Proposals for the 2026 Annual Meeting of Shareholders | 65 | | Householding of Proxy Materials | 66 | | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on June 4, 2025 | 66 | | Other Matters | 66 |

  2. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS Ambarella’s Board of Directors (the “Board”) currently has nine members. The authorized number of directors may be changed by resolution of the Board. Vacancies on the Board may be filled only by a majority of the remaining directors even if less than a quorum, unless the Board determines that the vacancies shall be filled by the shareholders. A director elected to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board is divided into three classes, Class I, Class II and Class III, which serve staggered three-year terms:

  3. ELECTION OF CLASS I DIRECTORS

    | • | Class I directors are Chantelle Breithaupt, Anne De Greef-Safft, Dr. Chenming C. Hu and Dr. Feng-Ming (“Fermi”) Wang and their current terms will expire at the upcoming Annual Meeting. |

  4. ELECTION OF CLASS I DIRECTORS

    | • | Class II directors are Leslie Kohn, D. Jeffrey Richardson and Elizabeth M. Schwarting and their current terms will expire at the annual meeting of shareholders to be held in 2026. |

  5. ELECTION OF CLASS I DIRECTORS

    | • | Class III directors are Dr. Hsiao-Wuen Hon and Christopher B. Paisley and their current terms will expire at the annual meeting of shareholders to be held in 2027. |

  6. ELECTION OF CLASS I DIRECTORS

    Ms. Breithaupt was appointed to the Board in February 2025 upon recommendation of the remaining directors and the Nominating and Corporate Governance Committee following her identification as a director candidate by a third-party search firm, and is standing for election by the shareholders for the first time. In April 2025, Ms. De Greef-Safft notified the Company of her intent not to stand for re-election when her current term expires at the upcoming Annual Meeting and the size of the Board will be reduced to eight members on the effective date of the Annual Meeting. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has selected Ms. Breithaupt, Dr. Hu and Dr. Wang as nominees for election as Class I directors at the upcoming Annual Meeting. The proxies given to the proxy holders will be voted or not voted as directed and, if no direction is given, will be voted FOR each of the three nominees. If any nominee is unable or declines to serve as director at the time of the Annual Meeting, an event not now anticipated, proxies will be voted for any nominee designated by the Board to fill the vacancy. The three nominees for Class I director receiving the highest number of affirmative votes will be elected as Class I directors and will serve until the annual meeting of shareholders to be held in 2028 or until their successors are elected and qualified. The names of the nominees for election as Class I directors, who have been nominated by the Board, and the names of the continuing directors not up for election at the Annual Meeting, along with certain biographical information about the nominees and continuing directors, including the director’s business experience, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee to recommend that the director should continue to serve on the Board, are set forth below.

  7. ELECTION OF CLASS I DIRECTORS

    | Names of Nominees for Class I Directors | Age | Position(s) | | Chantelle Breithaupt(1) | 52 | Director | | Chenming C. Hu, Ph.D.(1)(2) | 77 | Director | | Feng-Ming (Fermi) Wang, Ph.D. | 61 | Chairman of the Board of Directors, President and Chief Executive Officer |

  8. ELECTION OF CLASS I DIRECTORS

    | (1) Member of Audit Committee |

  9. ELECTION OF CLASS I DIRECTORS

    | (2) Member of Compensation Committee |

  10. ELECTION OF CLASS I DIRECTORS

    Chantelle Breithaupt has been a member of our Board since February 2025. Ms. Breithaupt currently serves as the Senior Vice President, Chief Financial Officer of Arista Networks, Inc., a position she has held since February 2024 having joined Arista in January 2024. Ms. Breithaupt served as Senior Vice President and Chief Financial Officer of Aspen Technology from March 2021 to December 2023. Prior to Aspen Technology, Ms. Breithaupt spent seven years with Cisco Systems Inc. She held multiple leadership positions at Cisco, most recently as Senior Vice President, Finance from January 2021 to March 2021, Vice President of Finance – Customer Experience/Services from August 2018 to January 2021, Vice President – Finance, Americas from October 2017 to August 2018 and Senior Director – Operational Finance from April 2014 to August 2015. Before Cisco, Ms. Breithaupt worked with GE for 15 years, where she held progressive, executive global finance roles. Ms. Breithaupt holds an Honors Business Administration degree from Wilfrid Laurier University (Canada). We believe that Ms. Breithaupt possesses specific attributes that qualify her to serve as a member of our Board, including her managerial experience in technology markets and expertise in finance, including accounting and financial reporting, as a chief financial officer and in other finance roles. Chenming C. Hu, Ph.D. has been a member of our Board since November 2011. Since 1976, Dr. Hu has been a professor in electrical engineering and computer sciences at the University of California, Berkeley, where he has been the TSMC Distinguished Chair Professor Emeritus since 2010. He was the Chief Technology Officer of TSMC from 2001 to 2004. Dr. Hu was the founding chairman of Celestry Design Technologies, which was acquired by Cadence Design Systems in 2002. Dr. Hu also serves on the board of directors of ACM Research, Inc., a semiconductor equipment producer. Dr. Hu previously served as a director of numerous companies, including Inphi Corporation from 2010 to 2021, when it was acquired by Marvell Technology, Inc. Dr. Hu is a member of the U.S. National Academy of Engineering and the Chinese Academy of Sciences, and Taiwan’s Academia Sinica. Dr. Hu received his B.S. degree from National Taiwan University and his M.S. degree and Ph.D. from the University of California, Berkeley, all in Electrical Engineering. We believe that Dr. Hu possesses specific attributes that qualify him to serve as a member of our Board, including his extensive experience in the microelectronics and semiconductor industries as Chief Technology Officer of TSMC and as a current and former board member of a number of technology companies, as well as his experience in academia as a professor of microelectronics, which gives him in-depth knowledge of technology trends and developments. Feng-Ming (Fermi) Wang, Ph.D. has served as our Chairman of the Board of Directors, President and Chief Executive Officer since he co-founded Ambarella in January 2004. Prior to co-founding Ambarella, Dr. Wang was Chief Executive Officer and co-founder of Afara Websystems, a developer of throughput-oriented microprocessor technology, from November 2000 to July 2002, when Afara was acquired by Sun Microsystems, Inc. Before founding Afara, Dr. Wang served in various positions at C-Cube Microsystems, Inc., a digital video company, from August 1991 to August 2000, and last served as Vice President and General Manager from 1997 to 2000. Dr. Wang holds a B.S. degree in electrical engineering from National Taiwan University and an M.S. degree and Ph.D. in electrical engineering from Columbia University. We believe that Dr. Wang possesses specific attributes that qualify him to serve as a member of our Board, including his service as our Chairman of the Board of Directors, President and Chief Executive Officer, his leadership as a co-founder of Ambarella and his years of experience in the digital video industry.

  11. ELECTION OF CLASS I DIRECTORS

    | Names of Continuing Directors | Age | Position(s) | | Hsiao-Wuen Hon, Ph.D.(2) | 61 | Director | | Leslie Kohn | 68 | Chief Technology Officer and Director | | Christopher B. Paisley(1)(3) | 72 | Director | | D. Jeffrey Richardson(2)(3)(4) | 60 | Director | | Elizabeth M. Schwarting(1)(3) | 62 | Director |

  12. ELECTION OF CLASS I DIRECTORS

    | (1) Member of Audit Committee |

  13. ELECTION OF CLASS I DIRECTORS

    | (2) Member of Compensation Committee |

  14. ELECTION OF CLASS I DIRECTORS

    | (3) Member of Nominating and Corporate Governance Committee |

  15. ELECTION OF CLASS I DIRECTORS

    | (4) Lead Independent Director |

  16. ELECTION OF CLASS I DIRECTORS

    Hsiao-Wuen Hon, Ph.D. has been a member of our Board since August 2017. Dr. Hon is a former technology industry executive with over 28 years of experience at Microsoft Corporation, where he held various leadership positions before retiring in 2023. Most recently, he served as Corporate Vice President at Microsoft, and previously held the positions of Asia-Pacific R&D Group Chairman and Managing Director of Microsoft Research Asia. During his tenure at Microsoft, he made significant contributions in the areas of natural artificial intelligence, spoken language recognition, and internet search. Prior to joining Microsoft, Dr. Hon served as Technology Director of the Apple-ISS Research Center on behalf of Apple Corporation. Dr. Hon holds a Bachelor of Science degree in Electrical Engineering from National Taiwan University, a Master of Science degree in Computer Science with a focus on Artificial Intelligence from Carnegie Mellon University, and a Ph.D. degree in Computer Science, with a focus on Artificial Intelligence and Speech Recognition, also from Carnegie Mellon University. We believe that Dr. Hon possesses specific attributes that qualify him to serve as a member of our Board, including his extensive experience and wealth of knowledge in artificial intelligence and his deep managerial experience in the technology industry at Microsoft and Apple. Leslie Kohn has served as our Chief Technology Officer and a member of our Board since he co-founded Ambarella in January 2004. Prior to co-founding Ambarella, Mr. Kohn was Chief Technology Officer and co-founder of Afara Websystems from November 2000 to July 2002. After Afara’s acquisition by Sun Microsystems in July 2002, Mr. Kohn served as a fellow at Sun Microsystems until August 2003. Mr. Kohn served as Chief Architect of C-Cube Microsystems from February 1995 to October 2000. Prior to joining C-Cube Microsystems, Mr. Kohn served in engineering and management positions with Sun Microsystems, Intel Corporation and National Semiconductor. Mr. Kohn holds a B.S. degree in physics from California Institute of Technology. We believe that Mr. Kohn possesses specific attributes that qualify him to serve as a member of our Board, including his role in developing our technology, his leadership as our co-founder and his many years of experience in the digital video industry. Christopher B. Paisley has served as a member of our Board since August 2012. Christopher B. Paisley has served as a member of our Board since August 2012. Since January 2001, Mr. Paisley has served as the Dean’s Executive Professor of Accounting at the Leavey School of Business at Santa Clara University. Mr. Paisley also serves on the board of directors of Equinix, Inc., a provider of network colocation, interconnection and managed services, and Fastly, Inc., a cloud computing services provider. Mr. Paisley has previously served on the board of directors of numerous companies, including Fitbit, Inc., a connected health and fitness company, from January 2015 to May 2020, Fortinet, Inc., a provider of unified threat management solutions, from February 2004 to June 2021, and Enterprise 4.0 Technology Acquisition Corp., a Special Purpose Acquisition Corporation, from October 2021 to March 2023. Mr. Paisley holds a B.A. degree in business economics from the University of California at Santa Barbara and an M.B.A. from the Anderson School at the University of California at Los Angeles. We believe that Mr. Paisley possesses specific attributes that qualify him to serve as a member of our Board, including expertise in finance, including accounting and financial reporting, as a chief financial officer and in other finance roles and currently as a professor in the field of accounting and finance. Mr. Paisley also has over 20 years of outside board experience, which includes serving as Audit Committee chairman, at numerous public and private companies. D. Jeffrey Richardson has been a member of our Board since March 2014. Mr. Richardson served as a senior executive of LSI Corporation (“LSI”), a semiconductor company, from 2005 until its acquisition by Avago Technologies Company in 2014, including most recently serving as Executive Vice President and Chief Operating Officer. Prior to joining LSI, Mr. Richardson served in several capacities at Intel Corporation, including as its Vice President and General Manager of Server Platform Group and Vice President and General Manager of Enterprise Platforms and Services Division. Mr. Richardson currently serves on the board of directors of Kulicke and Soffa Industries, Inc., a provider of semiconductor capital equipment, and Lattice Semiconductor Corporation, a semiconductor company. Mr. Richardson received a B.S. degree in electrical engineering from the University of Colorado Boulder. We believe that Mr. Richardson possesses specific attributes that qualify him to serve as a member of our Board, including his extensive managerial experience in the semiconductor industry as Chief Operating Officer of LSI and senior management positions with LSI and Intel, and his experience as a board member of Lattice Semiconductor and Kulicke and Soffa. Elizabeth M. Schwarting has been a member of our Board since June 2020. Since October 2015, Ms. Schwarting has been the Principal Member of DBS Ventures, LLC, where she serves as a consultant for various audiences relating to the automotive market, including automotive technology (with a special emphasis on ADAS/Automated Driving), regulatory trends and business development. From 2009 to 2015, Ms. Schwarting served as Vice President of the Electronic Controls business unit for Delphi Corporation (now Aptiv PLC). As a member of the Executive Committee, she led a global team responsible for the Automotive ADAS and Safety Electronics product lines and the Body Electronics and Security product lines, as well as Power Electronics (for Hybrid and Electric Vehicles). From 1999 to 2009, Ms. Schwarting held several leadership positions at Delphi, including Vice President, Safety Systems, Global Director, Sales and Marketing, and General Motors Global Customer Director. Prior to joining Delphi, Ms. Schwarting held the position of General Manager and Vice President, Strategic Accounts for Eastman Kodak Company within the Consumer Imaging Division. Ms. Schwarting also currently serves on the board of directors of Lattice Semiconductor Corporation, a semiconductor company. Ms. Schwarting received a B.S. degree in language arts from the University of Nebraska. We believe that Ms. Schwarting possesses specific attributes that qualify her to serve as a member of our Board, including her extensive managerial experience in the automotive industry in senior management positions with Delphi, her sales and customer management experience with Eastman Kodak, and her experience as a board member of Lattice Semiconductor. The three nominees for Class I director receiving the highest number of affirmative votes will be elected as Class I directors. Abstentions and broker non-votes will have no effect on the outcome of the vote. Unless otherwise indicated, all proxies received will be voted “FOR” each of the nominees listed above. The Board recommends a vote FOR the election of the nominees set forth above as Class I directors of Ambarella.

  17. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  18. Overview

    Overview Our business is managed by our executive officers under the direction and oversight of our board of directors. The Board is currently composed of nine members and will be reduced to eight members effective upon the date of the upcoming Annual Meeting. Our Board is committed to good corporate governance practices, which provide a framework within which our directors and management can pursue our strategic objectives for the benefit of our shareholders. Our Board has adopted Corporate Governance Guidelines that address corporate governance policies and standards applicable to the Company. These Corporate Governance Guidelines are available in the Investor Relations portion of our website at https://investor.ambarella.com/. These Corporate Governance Guidelines address topics such as:

  19. Overview

    | v Role of the Board | v Director responsibilities | v Composition of the Board | | v Board membership criteria | v Election of directors | v Board committees | | v Evaluation of management | v Succession planning | v Assessing Board performance | | v Continuing education of directors | v Stock ownership guidelines | v Compensation Recovery Policy |

  20. Overview

    We believe that good governance leads to board effectiveness, promotes the long-term interests of our shareholders, and strengthens the accountability of the Board and management to stakeholders.

  21. Board Leadership Structure

    Board Leadership Structure The Board is currently chaired by Dr. Wang, the President and Chief Executive Officer of Ambarella. We believe that combining the positions of Chief Executive Officer and Chairman helps to ensure that the Board and management act with a common purpose. In our view, separating the positions of Chief Executive Officer and Chairman has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken our ability to develop and implement strategy. Instead, we believe that combining the positions of Chief Executive Officer and Chairman provides a single, clear chain of command to execute our strategic initiatives and business plans. In addition, we believe that a combined Chief Executive Officer and Chairman is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. The Chairman determines the agenda and presides over Board meetings. Dr. Wang’s extensive experience with the Company as a co-founder, President and Chief Executive Officer, and Chairman makes him a strong strategic leader and enables the Board to oversee and support the Company’s initiatives.

  22. Lead Independent Director

    Lead Independent Director The Board determined as part of our corporate governance principles that one of our independent directors should serve as a lead director at any time when the title of chairman is held by an employee director or there is no current chairman. Responsibilities of the lead independent director include:

  23. Lead Independent Director

    | • | communicating with the CEO on behalf of the outside directors; |

  24. Lead Independent Director

    | • | presiding over meetings of the outside directors; |

  25. Lead Independent Director

    | • | raising issues with management on behalf of the outside directors when appropriate; |

  26. Lead Independent Director

    | • | overseeing the Board’s oversight responsibilities in regards to Company strategy, risk management and succession planning; |

  27. Lead Independent Director

    | • | overseeing the function of the Board and committees, including advising on agendas and materials to be distributed to the Board; |

  28. Lead Independent Director

    | • | being available for meetings with the Company’s shareholders; and |

  29. Lead Independent Director

    | • | performing such other duties as the Board may from time to time designate. |

  30. Lead Independent Director

    Mr. Richardson, who has been a member of our Board since 2014, has served as our lead independent director since June 2024. We believe that the current leadership structure of the Board, as well as our emphasis on Board independence, is appropriate at the present time and allows the Board to fulfill its duties effectively and efficiently based on our current needs.

  31. Compensation Committee

    | • | reviewing and recommending to the Board changes with respect to the compensation of our directors; and |

  32. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non-employee directors receive compensation consisting of annual cash retainers for service on our Board and its standing committees, as well as equity grants awarded on an annual recurring basis as they remain a member of the Board. Non-employee directors joining the Board may also receive an equity grant in connection with their appointment to the Board. Our Compensation Committee periodically reviews compensation for our non-employee directors, including review of competitive practices provided by a third-party compensation consultant. Our Compensation Committee last reviewed our non-employee director compensation program in fiscal year 2025, and except for a small increase to the retainer for our lead independent director, retained the same non-employee director compensation program as in effect since fiscal year 2023. We believe our non-employee director compensation program provides reasonable compensation to our non-employee directors that is appropriately aligned with our peers and is commensurate with the services and contributions of our non-employee directors. Cash Retainers. During fiscal year 2025, our non-employee directors received an annual retainer of $45,000, prorated for partial service in any year and paid in cash at the end of each quarter for service during that quarter. The individual acting as lead independent director is paid an additional retainer of $20,000 annually for serving in that role (increased from $15,000 in fiscal year 2024). In addition to the annual retainer for serving on the Board, non-employee directors are also paid cash retainers for committee service as follows:

  33. DIRECTOR COMPENSATION

    | Committee | Annual Member Retainer | Annual Chairperson Retainer | | Audit Committee | $10,000 | $20,000 | | Compensation Committee | $7,500 | $15,000 | | Nominating and Corporate Governance | $5,000 | $10,000 |

  34. DIRECTOR COMPENSATION

    Stock Compensation. For fiscal year 2025, the equity award compensation structure for our non-employee directors remained the same as was adopted in fiscal year 2017. Each continuing director received a restricted stock unit award with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of approximately $200,000 vesting quarterly over 12 months following the vesting commencement date of September 15, 2024, subject to continued service through the applicable vesting dates. Accordingly, on August 29, 2024, each of the non-employee directors who were then serving on the Board received a restricted stock unit award covering 3,374 shares. Outstanding equity awards granted to our non-employee directors are subject to the terms and conditions of our Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) which provides a fiscal year annual limit of $500,000 on the total value of equity compensation and cash retainers that may be paid to each non-employee director, with this limit increased to $1,000,000 in the fiscal year of a new director’s initial service as a non-employee director. For these purposes, the value of an equity compensation award is determined as its grant date fair value, which is determined in accordance with U.S. generally accepted accounting principles. Any equity awards or other compensation provided to an individual for his or her services as an employee, or for his or her services as a consultant other than as a non-employee director, do not count toward these limits. Under the terms of the 2021 Plan, if awards, including those of our non-employee directors, are not assumed or substituted for in the event of a merger of change in control of the Company, all awards accelerate in full, and for awards with performance-based vesting, all performance goals or other vesting criteria are deemed achieved at 100% of target levels and all other terms and conditions met. The 2021 Plan also provides that if equity awards granted to non-employee directors are assumed or substituted for in a merger or change in control but, on or after such assumption or substitution, the individual’s status as a director (or director of the successor) is terminated other than by a voluntary termination not requested by the acquirer, the non-employee director’s equity awards immediately vest in full, and for awards with performance-based vesting (if any), all performance goals or other vesting criteria are deemed achieved at 100% of target levels and all other terms and conditions met. Stock Ownership Guidelines. The Board believes that all directors should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our shareholders. We maintain stock ownership guidelines that apply to our named executive officers and non-employee directors. This policy requires non-employee directors to attain and maintain a minimum share ownership level equal to at least five times the annual cash retainer, i.e., $225,000 within five years of becoming a director. Additional details regarding the stock ownership guidelines, including such guidelines applicable to our named executive officers (including those who are employee directors) are set forth in the section titled “Executive Compensation – Compensation Discussion & Analysis – Stock Ownership Guidelines” below. As of January 31, 2025, all of our non-employee directors and employee directors satisfied the equity ownership guidelines.

  35. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The following table sets forth the compensation paid or accrued by us to our non-employee directors during fiscal year 2025. The table excludes Mr. Kohn and Dr. Wang, who did not receive any additional compensation from us in their roles as a director because they are employees of Ambarella, and Ms. Breithaupt, who was appointed to the Board after the completion of fiscal year 2025.

  36. Director Compensation for Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($) | Restricted Stock Awards ($)(1)(2) | Total ($) | | Anne De Greef-Safft | 57,500 | 200,011(3) | 257,511 | | Hsaio-Wuen Hon | 52,500 | 200,011(4) | 252,511 | | Chenming C. Hu | 65,313 | 200,011(5) | 265,423 | | Christopher B. Paisley | 70,000 | 200,011(6) | 270,011 | | D. Jeffrey Richardson | 76,563 | 200,011(7) | 276,574 | | Elizabeth M. Schwarting | 60,000 | 200,011(8) | 260,011 |

  37. Director Compensation for Fiscal Year 2025

    | (1) The dollar amounts in this column represent the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718, determined based on the fair market value of our ordinary shares on the grant date. |

  38. Director Compensation for Fiscal Year 2025

    | (2) Represents restricted stock unit awards, each covering 3,374 ordinary shares granted on August 29, 2024 to the then serving non-employee directors. |

  39. Director Compensation for Fiscal Year 2025

    | (3) As of January 31, 2025, Ms. De Greef-Safft held an outstanding restricted stock unit award covering 2,531 shares. |

  40. Director Compensation for Fiscal Year 2025

    | (4) As of January 31, 2025, Dr. Hon held an outstanding restricted stock unit award covering 2,531 shares. |

  41. Director Compensation for Fiscal Year 2025

    | (5) As of January 31, 2025, Dr. Hu held an outstanding restricted stock unit award covering 2,531 shares. |

  42. Director Compensation for Fiscal Year 2025

    | (6) As of January 31, 2025, Mr. Paisley held an outstanding restricted stock unit award covering 2,531 shares. |

  43. Director Compensation for Fiscal Year 2025

    | (7) As of January 31, 2025, Mr. Richardson held an outstanding restricted stock unit award covering 2,531 shares. |

  44. Director Compensation for Fiscal Year 2025

    | (8) As of January 31, 2025, Ms. Schwarting held an outstanding restricted stock unit award covering 2,531 shares. |

  45. Executive Summary

    Fiscal Year 2025 Executive Compensation Highlights Our executive compensation programs are designed to support our long-term strategy and business needs. Continuity of senior leadership, as well as of our engineering teams, continues to be critical and the Compensation Committee has sought to adapt our compensation programs around strategic initiatives that are critical to our future success. Our industry is characterized by high demand and intense competition for talent, including engineering personnel as well as management talent. As we have transitioned into AI computer vision technology, the pool of qualified candidates has become more limited, particularly in Silicon Valley, and we increasingly compete for talent with companies much larger than us and our compensation peer group of companies. We have relied significantly on equity compensation, in the form of restricted stock units (“RSUs”) for employees and RSUs and performance-based restricted stock units (“PRSUs”) for executives, to retain and motivate employees and executives as our transformation continues. We believe our compensation programs have been successful in attracting, retaining, and incentivizing, our employee and executives. Amid the highly competitive semiconductor labor market, and the even narrower pool of specialized AI engineering talent, we have maintained an attrition rate below the industry average. We believe our retention rate reflects the effectiveness of our compensation programs and our culture, which together help us attract and retain top-tier engineering and leadership talent. Key compensation highlights from fiscal year 2025 include:

  46. Executive Summary

    | • | Annual Bonus Awards: |

  47. Executive Summary

    | • | The Company made individual awards under our fiscal year 2025 annual bonus plan to NEOs that were above target, based on the Company’s financial performance, achievement of annual corporate goals, and individual contributions. |

  48. Executive Summary

    | • | Long-Term Incentive Compensation Awards: |

  49. Executive Summary

    | • | The Company granted RSU and PRSU awards to our CEO and other NEOs based on a 50/50 split between RSUs and PRSUs (based on target value). The target value of these awards was the same as the target value of the fiscal year 2024 awards. Approximately 86% of our CEO’s, and, on average, 84% of our other NEOs’, target total direct compensation (which includes salary, bonus opportunity and long-term equity awards) consisted of RSUs and PRSUs. |

  50. Executive Summary

    | • | The Compensation Committee certified the Company’s TSR performance of PRSUs granted in 2022 at 35.6 percentage points below the median of the peer group, resulting in a 0% payout of these PRSU awards. |

  51. Executive Summary

    Shareholder Feedback We seek to engage with shareholders to solicit feedback relating to executive compensation and corporate governance practices. Members of our management team regularly conduct meetings and telephone calls with shareholders. In addition, during our fiscal year 2025 engagement, our Lead Independent Director, General Counsel and Vice President of Corporate Development and Investor Relations met with shareholders representing over 23% of our total shares outstanding. Discussion topics included: a proposed amendment to our 2021 Plan, executive compensation, our Board assessment and refreshment processes, and corporate governance and sustainability. Feedback from shareholders is considered by the Compensation Committee in structuring the executive compensation program and such feedback has led to changes in our compensation program from time to time. Our Say on Pay proposal has received strong support since 2019. Most recently, our Say on Pay proposals at the 2023 and 2024 annual shareholder meetings resulted in votes of approximately 89% and 88%, respectively, in favor of the executive compensation program. In light of such consistently strong support, we generally maintained the structure of our executive compensation program for fiscal year 2025. Aligning Pay for Performance The cornerstone of our executive compensation program is pay for performance. Accordingly, while we pay competitive base salaries and other benefits, a significant portion of each of our NEOs’ compensation opportunity is based on variable pay in the form of performance-based bonuses and long-term equity awards. As discussed above, our business continues to transition from our legacy consumer camera markets, such as wearable cameras and camera enabled drones, to AI-based CV applications for active safety and autonomy in the vehicular market, sensing cameras in the enterprise, public and smart home applications, access control, mobile robotics, and industrial automation applications. This multi-year effort has presented retention challenges, including longer design win cycle times and a longer time to revenue. As we continue to establish a foothold in these new applications, it is imperative we continue to motivate our employees and executives around strategic initiatives that we believe will make us successful in the long term. We also recognize that sustainable long-term growth is significant for shareholders. For fiscal year 2025, approximately 86% of target total direct compensation (consisting of salary, target bonus opportunity and long-term equity awards) for our CEO was in the form of equity awards, with vesting occurring over three years. Moreover, for fiscal year 2025, approximately 93% of the target total direct compensation for our CEO was “at risk” variable compensation in the form of a performance-based annual bonus opportunity, a time-based RSU award and a target PRSU award. The composition of the total annual compensation of our CEO for fiscal year 2025, as reported in the Summary Compensation Table further below, was as follows: Corporate Governance Best Practices

  52. Executive Summary

    | What we do: | What we don’t do: | | ✓ Link pay and performance by establishing corporate performance objectives under our fiscal year 2025 plan and granting a substantial portion of pay in the form of equity awards, including performance-based awards ✓ Have robust stock ownership guidelines for our NEOs ✓ Have a clawback policy for performance-based compensation paid to our NEOs ✓ Have double-trigger change in control provisions in our NEO severance agreements ✓ Have an independent compensation consultant that is engaged by, and assists, our Compensation Committee ✓ Conduct annual “say-on-pay” advisory votes ✓ Engage in discussions with shareholders regarding our executive compensation programs ✓ Regular review by our Compensation Committee of our compensation-related risk profile | ✗ No employment agreements with NEOs other than standard change in control severance agreements ✗ No hedging or pledging of company stock by directors or NEOs ✗ No excessive perquisites to NEOs ✗ No “tax gross-ups”, except in case of legacy agreements with two company founders |

  53. Framework for Determining Executive Compensation

    | • | creates long-term incentives for management to increase shareholder value and grow revenue by having a significant portion of compensation in the form of PRSUs tied to our total shareholder return and revenue growth rate over a three-year period; and |

  54. Framework for Determining Executive Compensation

    Since our initial public offering in 2012, we have continued to make incremental changes to our executive compensation program to adopt practices that are appropriate for the Company given our business, industry, size, growth, and other factors. We have engaged an independent compensation consultant since our initial public offering, including for fiscal year 2025, which assists our Compensation Committee in determining executive compensation. We previously have considered and used different types of equity awards to grant our NEOs, and over the last few years have granted a mix of RSUs and PRSUs, as we continuously strive to establish a mix that appropriately emphasizse pay for performance, compensation that is competitive with the market and provide appropriate incentive to drive our business success and retain our key talent. Peer Companies In setting executive compensation for fiscal year 2025, our Compensation Committee considered the compensation data gathered by Semler Brossy Consulting Group, LLC (“Semler Brossy”) for the Company’s peer group of companies, although it did not benchmark or otherwise target our compensation to any specific percentile or range with respect to our compensation peers. The peer group’s primary purpose is to inform on pay program design, relationship of pay and performance, and equity usage at companies with which the Company competes for customers and/or executive talent. During the second half of fiscal year 2024, in August 2023, the Compensation Committee revised the peer group to more closely align with the Company’s market cap, revenues, industry and growth profile. Accordingly, the peer group was formed among semiconductor companies with revenue of approximately 1/3 to 3 times the then revenue of the Company and market capitalization of approximately 1/3 to 3 times the then market capitalization of the Company. As a result of the review, two companies (Ceva and LivePerson) were removed due to their low market valuations relative to the remainder of the group, and two companies (SiTime and Synaptics) were added based upon their business alignment, growth forecasts and market valuations. Several peer companies were retained in the group despite not meeting all the quantitative screening criteria based upon strong business alignment with the Company. This modified peer group was used without modification for the basis of fiscal year 2025 compensation decisions.

  55. Peer Group For Fiscal Year 2025 Compensation Decisions

    Peer Group For Fiscal Year 2025 Compensation Decisions

  56. Peer Group For Fiscal Year 2025 Compensation Decisions

    | Alpha and Omega Semiconductor | MACOM Technology | | Altair Engineering | MaxLinear | | Alteryx | Power Integrations | | AppFolio | Rambus | | C3.ai | Semtech | | Cerence | SiTime | | Impinj | Synaptics | | Lattice Semiconductor | Universal Display | | Luminar | |

  57. Peer Group For Fiscal Year 2025 Compensation Decisions

    The Role of the Compensation Committee and Board of Directors The Compensation Committee is responsible for the executive compensation program for our executive officers. The Compensation Committee formally met five times during fiscal year 2025, to review and discuss matters related to compensation of our employees and executive officers (as well as to discharge such other duties as necessary or appropriate). Some of these meetings were held with members of management in attendance and some were held in closed session. The meetings also included members of our compensation consultant (as described below). The Compensation Committee reports to the Board on its discussions and actions and, in some cases, recommends to the Board the decisions to be made and other actions to be taken with regard to our executive officers’ compensation. Our Compensation Committee’s decisions regarding executive compensation are based on the Compensation Committee’s assessment of the performance of the Company and each individual executive officer, as well as other factors as the Compensation Committee may deem relevant, such as prevailing industry trends and the competitive market for executive talent. The Role of Management Our CEO typically makes recommendations to our Compensation Committee, attends certain Compensation Committee meetings and is involved in the process of setting our NEOs’ compensation, provided that our CEO does not make recommendations as to his own compensation or participate in Compensation Committee discussion of his own compensation. Our Compensation Committee considers management’s recommendations but is not required to follow any recommendations and may adjust compensation up or down as it determines in its discretion. Our Compensation Committee reviews the recommendations and other data and approves or makes recommendations to the Board as to each NEO’s total compensation, as well as each individual compensation component. The Role of the Compensation Consultant The Compensation Committee has the authority to appoint and retain a compensation consultant. The reasonable fees for services rendered by the compensation consultant are paid by the Company. For fiscal year 2025, our Compensation Committee engaged Semler Brossy to provide compensation consulting services and Semler Brossy served at the discretion of the Compensation Committee. Services provided by Semler Brossy included presenting market data and our compensation peer group companies (as described above) to the Compensation Committee; analyzing our NEOs’ salary, short-term incentive and equity incentive compensation in relation to market data; assisting the Compensation Committee with evaluating our equity incentive program and our annual bonus program to ensure they achieve desired objectives; assisting the Compensation Committee with a risk assessment; and attending Compensation Committee meetings as requested by the Compensation Committee. Semler Brossy provides no services to the Company other than those it provides to the Compensation Committee. The Compensation Committee assesses Semler Brossy’s independence annually under SEC and Nasdaq standards and has concluded that Semler Brossy was independent and that no conflict of interest exists as to its work.

  58. Elements of Executive Compensation

    | • | performance-based bonuses; |

  59. Elements of Executive Compensation

    | • | equity incentive awards; and |

  60. Elements of Executive Compensation

    | • | severance and change of control benefits. |

  61. Annual Performance-Based Bonuses

    Annual Performance-Based Bonuses Our NEOs are eligible to receive bonuses under our annual bonus plan established at the beginning of the fiscal year. Annual bonuses are intended to motivate our executives to achieve, and reward our executives for achieving, important corporate financial and operational goals, as well as individual performance. An annual bonus pool for employees and executives is established by the Board at the time the Company’s annual operating budget is approved by the Board. For fiscal year 2025, the total target bonus pool increased slightly year-over-year from fiscal year 2024, which was reflective of the moderately higher anticipated revenue and operating profit in the Company’s annual operating plan at the start of the fiscal year. Target bonuses for our CEO and other NEOs are set as a percentage of their base salary. For fiscal year 2025, these target bonus percentages were consistent with fiscal year 2024 except in the case of Mr. Young, who had his bonus target set at 70% of his base salary in connection with his promotion to Chief Financial Officer. The Fiscal Year 2025 Annual Bonus Plan linked a portion of employee and executive compensation to our actual financial and operational performance. For fiscal year 2025, consistent with our approach in fiscal years 2020 - 2024, the bonus program was based upon three equally weighted performance metrics: (i) annual revenue, (ii) annual operating profit before bonus accruals, and (iii) a set of strategic objectives, of which there were five in fiscal year 2025. Once achievement of these performance goals has been certified by the Compensation Committee, the target bonus pool size is adjusted based upon the level of achievement. For fiscal year 2025, the target bonus pool was set at a range of 0 – 150% of target. The pool is then distributed to individual NEOs as determined by the Compensation Committee, with input from the CEO, based on factors such as target amount, historical allocation, the individual’s role and individual contribution to the Company’s financial results and strategic objectives. The bonus award for Dr. Wang, as CEO, is recommended by the Compensation Committee and approved by the Board. Performance Metric Selection and Goal Setting. As noted above, for fiscal year 2025, the executive bonus program was based upon three equally-weighted performance metrics: (i) annual revenue, (ii) annual operating profit before bonus accruals, and (iii) a set of strategic objectives. These performance objectives were chosen because the Compensation Committee and Board believe that these are important financial metrics that reflect our performance as a growing company and indicators of successful execution of our annual operating plan. While revenue remained an important focus for the Company’s overall business success, the operating profit goal also was important to ensure that the pursuit of revenue and research & development was balanced with efforts in achieving profitable margins and the management of expenses. The operating profit goal is a non-GAAP measure and refers to our GAAP operating income less the impact of stock-based compensation and the associated tax impact and excluding bonus accruals. The strategic goals metric is a measure consisting of five short-term strategic objectives significant to the Company’s continued transition from traditional image and video processors to AI computer vision solutions for a broader range of markets, including automotive safety and autonomy applications and edge AIoT, which we believe will create long term value. The Compensation Committee established threshold, target and maximum achievement levels for each of the three performance metrics. Once achievement of these performance goals has been certified by the Compensation Committee, the target executive bonus pool size is adjusted to between 0% and a maximum of 150% based upon the level of achievement. Failure to achieve threshold performance of any specific metric would result in no payout for that portion of the bonus pool, and failure to achieve threshold performance on all metrics would result in none of the bonus pool becoming payable. Funding of the target pool size between performance goals is based on a linear interpolation. The executive bonus pool funding levels resulting from performance achievement for the two financial performance metrics were as follows:

  62. Non-GAAP Operating Profit

    Under our Fiscal Year 2025 Annual Bonus Plan, our Compensation Committee and Board had the discretion to reduce, eliminate or increase the size of the bonus pool and the individual bonuses. The Compensation Committee did not make any changes to the performance metrics or size of the bonus pool for fiscal year 2025. Fiscal Year 2025 Annual Bonus Metric Weighting Fiscal Year 2025 Performance For fiscal year 2025, we significantly exceeded the targets for the revenue and operating profit metrics. We slightly underperformed the strategic objectives metric for executives. These achievements resulted in an aggregate funding of the bonus pool at a level of 126% for executives. The higher than target revenue performance was primarily attributable to the strong adoption by customers of the Company’s new AI inference SoC’s. The higher than target operating profit was primarily due to the higher than anticipated revenue. We achieved or partially achieved 4 of the 5 strategic objectives, including: achieving automotive Tier-1 designs for ADAS or Level2+ autonomous applications; securing design wins for IoT applications with the Company’s newest AI SoCs; securing proof of concept design activities for radar applications; and completing product development milestones related to the Company’s CV3 family SoC for Level2+ autonomous driving applications. Based on these results, the Compensation Committee determined the percentage achievement of each performance metric and the corresponding payout factor:

  63. Non-GAAP Operating Profit

    | Metric | Weight | Target Performance Goal | Actual Results | Payout Factor (% of Target) | | Revenue | 33.3% | $250 million | $284.9 million | 147% | | Operating Profit | 33.3% | - $33 million | - $9.68 million | 150% | | Strategic Goals | 33.3% | 5.0 points | 5.5 points | 79% | | Total | 100% | | | 126% |

  64. Non-GAAP Operating Profit

    Individual Bonus Opportunity For fiscal year 2025, the Compensation Committee approved target bonus levels, based on a percentage of base salary, for the CEO and other NEOs. Prior to the allocation of bonus awards, our CEO met with the Compensation Committee and provided recommendations with respect to individual bonus allocations for the NEOs other than himself. Dr. Wang recommended bonus allocations for the management team, including NEOs and himself, at levels consistent with the level of overachievement under the bonus program. The Compensation Committee considered these recommendations, as well as the total percentage achievement and payout factor under the bonus plan metrics, historical allocations, and the executives’ individual contributions to the Company’s financial and operational results with a focus on executive retention in light of prevailing market conditions in our industry. The Compensation Committee determined to make annual bonus awards to our NEOs other than Dr. Wang as set forth in the table below. The bonus award for Dr. Wang, as CEO, was recommended by the Compensation Committee and approved by the Board.

  65. Non-GAAP Operating Profit

    | Name | Fiscal Year 2025 Bonus Target (% of Base Salary) | Fiscal Year 2025 Bonus Target | Fiscal Year 2025 Bonus Awarded | Fiscal Year 2025 Bonus Award (% of Base Salary) | | Fermi Wang | 100% | $504,900 | $619,007 | 123% | | John Young | 70% | $210,000 | $260,362 | 87% | | Leslie Kohn | 75% | $267,561 | $340,025 | 95% | | Chan Lee | 75% | $242,487 | $306,880 | 95% | | John Ju | 65% | $192,068 | $268,020 | 91% |

  66. Equity Incentive Awards

    Equity Incentive Awards Equity-based compensation has been our primary long-term incentive compensation component. Our equity-based compensation is intended to offer incentives for both retention and long-term performance, through various equity-based vehicles. We continue to believe that shared financial success in long-term incentives motivates our executive officers to grow revenue and earnings, enhance shareholder value and more closely align the interests of our shareholders and executives. For fiscal year 2025, equity awards represented 86% of total direct target compensation for our CEO and, on average, 84% of total direct target compensation for our other NEOs. Equity awards to our executives, including our NEOs, are typically made in the first quarter of the fiscal year. CFO Promotion Equity Award In connection with his promotion to the role of Chief Financial Officer effective February 1, 2024, Mr. Young was granted a restricted stock units (RSUs) award covering 30,000 shares. This award is subject to quarterly time-based vesting over a period of four years. Long-Term Incentive Design Beginning in fiscal 2018, we redesigned our annual executive equity award structure to include both restricted stock units (RSUs) and performance-based restricted stock units (PRSUs). Since fiscal year 2020, all NEOs have received 50% of the equity awards as PRSUs and 50% as time-based vesting RSUs. We believe this mix balances our emphasis on tying our long-term financial performance and shareholder value creation to the executive officers’ financial gain, with our need to effectively retain our key talent in a highly competitive market. For fiscal year 2025, the Board, upon recommendation of the Compensation Committee, established a target equity award pool, which included both time-based and performance-based restricted stock units, for our NEOs and certain other high-level employees. Equity award grants were then allocated to these individuals based upon a number of factors, including individual performance, retention needs, historical allocations and competitive market data. The value of equity awards for NEOs in fiscal year 2025 remained consistent with the awards granted in fiscal year 2024. The individual annual RSU and PRSU grants for our NEOs for fiscal year 2025 were as follows:

  67. Equity Incentive Awards

    | Name | Time-based RSUs (#) | Grant Date Fair Value of Time-based RSUs ($) | PRSUs (at Target) (#) | Grant Date Fair Value of PRSUs (at Target) ($) | | Fermi Wang | 45,929 | 2,565,135 | 45,929 | 3,788,224 | | John Young | 16,845 | 940,793 | 16,845 | 1,389,376 | | Leslie Kohn | 24,403 | 1,362,908 | 24,403 | 2,012,759 | | Chan Lee | 22,764 | 1,271,369 | 22,764 | 1,877,575 | | John Ju | 15,898 | 887,903 | 15,898 | 1,311,267 |

  68. Equity Incentive Awards

    The number of PRSUs granted was determined in the same method as the time-based RSUs, by dividing the target dollar amount by a trailing average closing price on the date of grant. Consistent with prior years, a 30-trading day trailing average was used in determining the average closing price on the date of grant. The grant date fair value of the RSUs for accounting purposes was determined by multiplying the number of shares subject to the RSU by the closing price of our ordinary shares on February 29, 2024, the date of grant of the RSUs, which was $55.85. The grant date fair value of the PRSUs for accounting purposes was determined using a Monte Carlo simulation model, which results in a different per-share grant date fair value than RSUs, and is the value reflected above and in the Summary Compensation and Grants of Plan-Based Awards tables below. Time-Based Restricted Stock Unit Design Detail One-half of annual equity awards was granted as restricted stock units subject to time-based vesting. These annual restricted stock units granted to our NEOs vest in equal quarterly installments over the three years following grant, subject to the continued service of the executive. Performance-Based Restricted Stock Unit Program Design Detail Since fiscal year 2020, our performance-based equity awards have included a performance metric tied to the Company’s three-year total shareholder return (TSR). As equity is the largest component of our NEO’s compensation, we believe this structure focuses our management team on long-term value creation for further alignment with shareholder interests. For fiscal years 2020 – 2022, the Company’s TSR was measured against the median company in the PHLX Semiconductor Sector Index (SOX). Beginning in fiscal year 2023, the Company’s TSR is measured against the TSR of an index of the semiconductor companies in the Russell 2000 Index to more closely align with the Company’s size and scale. For the fiscal 2025 PRSU awards, TSR is calculated using a 50-day average at February 1, 2024 and January 31, 2027. If the relative TSR performance of our ordinary shares for the three-year period of February 1, 2024 to January 31, 2027 is at the 50th percentile of TSR of the semiconductor companies included in the Russell 2000 Index over the same period, then 100% of the target number of PRSUs will vest, subject to the executive remaining in service with the company through the vesting date. If the relative TSR performance of our ordinary shares for the three-year period ranks at or above the 75th percentile over the same period, then 200% of the target PRSUs will vest. If the relative TSR performance of our ordinary shares for the three-year period ranks at the 25th percentile or lower over the same period, then 0% of the target PRSUs will vest. For relative TSR performance between these specified threshold and maximum points, the Compensation Committee will determine the percentage of the target number of PRSUs through linear interpolation.

  69. Equity Incentive Awards

    | Company Relative TSR Performance (TSR percentile ranking) | Percentage of PRSUs Vesting (as a percentage of the Target Number of PRSUs) | | 25th percentile or lower | 0% | | 50th percentile | 100% | | 75th percentile or higher | 200% |

  70. Equity Incentive Awards

    Consistent with fiscal year 2024, the PRSUs also included a three-year cumulative revenue growth metric (the “Revenue CAGR”) in recognition of Company’s continued focus on scaling revenue. The Revenue CAGR metric applies only if the Company’s TSR performance over the performance period is both positive and equal to or above the median TSR of the peer group. The Revenue CAGR metric is a measurement of the Company’s compound annual revenue growth rate over the three-year performance period of February 1, 2024 – January 31, 2027, and was established when the Company’s operating plan projected modest revenue growth for fiscal year 2025 compared to fiscal year 2024. Achievement of the Revenue CAGR target will result in an increase in the number of PRSU shares earned by up to 50% of the target amount. The percentage of the target amount of PRSUs that are earned pursuant to the Revenue CAGR metric is (a) 0% if the Company’s three-year Revenue CAGR is below 10.0%; and (b) 50% if the Company’s three-year Revenue CAGR is 15.0% or higher. For performance between 10% and 15%, the percentage of PRSU target shares that are earned is determined using linear interpolation.

  71. Equity Incentive Awards

    | 3-year Revenue CAGR Percentage (assuming positive TSR and at or above median of peer group) | Additional Percentage of the Target Number of Restricted Stock Units that Vest | | 10% or less | 0% | | 15% or greater | 50% |

  72. Equity Incentive Awards

    Fiscal Year 2023 PRSU Grant TSR Performance Certification Following the end of fiscal year 2025, the Compensation Committee certified the relative TSR performance of our ordinary shares under PRSUs granted in 2022 for the three-year period from February 1, 2022 to January 31, 2025. The Compensation Committee certified the Company’s TSR performance over this period at approximately -57.7%, which was approximately 35.6 percentage points below the TSR of the median company in the Russell 2000 semiconductor company peer group. As a result of this TSR performance, zero shares were earned for the PRSUs granted in calendar year 2022.

  73. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Employment of our executive officers is “at will.” Prior to our initial public offering, we entered into severance and change of control agreements with Dr. Wang and Messrs. Kohn, Lee, and Ju, pursuant to which they are entitled to receive compensation and other benefits in connection with certain terminations of employment and terminations of employment in connection with a change of control event. Following his appointment as Chief Financial Officer, we entered into a change of control agreement with Mr. Young in substantially the same form as Dr. Wang’s and Mr. Kohn’s agreement, except without a tax “gross-up” provision. Our goal in providing certain severance and change of control benefits is to offer sufficient cash continuity protection such that the executive will focus his full time and attention on the requirements of our business rather than the potential implications for his respective position. We prefer to have certainty and internal parity regarding the potential severance amounts payable to our NEOs under certain circumstances, rather than negotiating severance at the time that an NEO’s employment terminates. We have also determined that accelerated vesting provisions are appropriate because they will encourage our NEOs to stay focused on our business in such circumstances, rather than focus on the potential implications for them. These agreements are described in more detail below under “Employment, Severance and Change of Control Arrangements.”

  74. Practices Related to the Grant of Equity Awards

    Practices Related to the Grant of Equity Awards We typically do not grant stock options or similar awards as part of our standard equity compensation programs. We do not schedule equity award grants in anticipation of the release of material non-public information, nor do we time the release of material non-public information for the purpose of affecting the value of executive compensation. Our policy is to generally grant equity awards, including awards to executive officers, employees and outside directors, effective as of the close of market on the second trading day following the release of our quarterly earning results.

  75. Compensation Risk Assessment

    Compensation Risk Assessment Our Compensation Committee assesses and considers potential risks when considering and approving the compensation programs for our executive officers and employees. Based upon this assessment, we believe our compensation programs are structured in a manner that does not create risks reasonably likely to have a material adverse effect on us in the future. Our Compensation Committee retains oversight of all compensation decisions relating to our executive officers. Our compensation programs are designed with features to address potential risks while rewarding employees and executives for achieving financial and corporate objectives. The primary component of executive incentive compensation is equity awards with multiple-year vesting, which are intended to encourage long-term growth and appreciation in the value of our business and reduce the incentive for executives and other employees to take risks that might increase short-term compensation at the expense of long term Company performance and results. In addition, the total amount of performance-based cash incentives is capped. Moreover, we do not offer excessive perquisites.

  76. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025 The following table summarizes the compensation that we paid or was earned by our chief executive officer, our chief financial officer, and each of our three most highly compensated executive officers during the 2025 fiscal year ended January 31, 2025. We refer to these executive officers in this proxy statement as our “named executive officers” (or “NEOs”).

  77. Summary Compensation Table for Fiscal Year 2025

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Feng Ming (Fermi) Wang, | 2025 | 504,900 | 6,353,359 | 619,007 | — | 7,477,266 | | Chairman of the Board of Directors, President and Chief Executive Officer | 2024 2023 | 561,000 561,000 | 5,050,710 5,343,850 | 196,350 — | — — | 5,808,060 5,904,850 | | Leslie Kohn | 2025 | 356,748 | 3,375,667 | 340,025 | — | 4,072,440 | | Chief Technology Officer and Director | 2024 2023 | 375,524 375,524 | 2,683,476 2,774,233 | 98,575 — | 1,500 — | 3,159,075 3,149,757 | | John Young | 2025 | 300,000 | 3,973,269 | 260,362 | — | 4,533,631 | | Chief Financial Officer(4) | | | | | | | | Chan Lee | 2025 | 323,316 | 3,148,944 | 306,880 | — | 3,779,140 | | Chief Operating Officer | 2024 2023 | 340,332 340,332 | 2,521,994 2,521,994 | 89,337 — | — — | 2,932,880 2,862,326 | | John Ju | 2025 | 295,489 | 2,199,170 | 268,020 | 40,000 | 2,802,639 | | Senior Vice President, Systems | 2024 2023 | 311,041 311,041 | 1,748,295 1,815,805 | 70,762 — | 40,000 40,000 | 2,170,098 2,166,846 |

  78. Summary Compensation Table for Fiscal Year 2025

    | (1) The dollar amounts in this column include aggregate grant date fair values of the RSUs and PRSUs granted in fiscal year 2025, calculated pursuant to FASB ASC Topic 718. These grant date fair values have been determined based on the assumptions described under Note 12 of our financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2025, as filed with the SEC on March 28, 2025. As these values reflect the aggregate grant date fair value in accordance with ASC Topic 718, they do not necessarily correspond to the actual value, if any, that may be realized by the named executive officers. The grant date fair values of the RSUs are determined based on the fair market value of our ordinary shares on the grant date. The grant date fair values of the PRSUs were calculated based on the application of a Monte Carlo simulation model to determine the probable outcomes of the market-based performance conditions. The grant date fair values of the PRSUs do not correspond to the actual values that may be recognized by the holders of these awards, which may be higher or lower based on a number of factors, including Ambarella’s performance, the performance of certain semiconductor companies included in the Russell 2000 Index, and the satisfaction of applicable time-based vesting conditions. Since certain vesting conditions related to the PRSUs are considered market conditions and not performance conditions pursuant to FASB ASC Topic 718, maximum grant date fair values are not provided in this column. The vesting conditions and other terms of the PRSUs are discussed in more detail in the tables entitled “Grants of Plan-Based Awards in Fiscal Year 2025” and “Outstanding Equity Awards at 2025 Fiscal Year End” and in “Compensation Discussion and Analysis.” |

  79. Summary Compensation Table for Fiscal Year 2025

    The table below sets forth the maximum grant date fair values of the PRSUs granted to Ambarella’s NEOs in fiscal year 2025 assuming all performance conditions are achieved at maximum levels and based upon the fair market value of the awards on the date of grant:

  80. Summary Compensation Table for Fiscal Year 2025

    | Name | Shares | PRSU Awards Per Share ($) | Maximum Aggregate Value ($) | | Fermi Wang | 114,823 | 55.85 | 6,412,837 | | Leslie Kohn | 61,008 | 55.85 | 3,407,269 | | John Young | 42,113 | 55.85 | 2,351,983 | | Chan Lee | 56,910 | 55.85 | 3,178,424 | | John Ju | 39,745 | 55.85 | 2,219,758 |

  81. Summary Compensation Table for Fiscal Year 2025

    | (2) Reflects performance-based bonuses paid to our executive officers for performance for the fiscal years ended January 31, 2025, 2024 and 2023, which were paid in fully-vested stock awards. |

  82. Summary Compensation Table for Fiscal Year 2025

    | (3) For Mr. Ju, reflects an allowance for housing in Taiwan near our Taiwan office. |

  83. Summary Compensation Table for Fiscal Year 2025

    | (4) Mr. Young was appointed Chief Financial Officer, and an executive officer, effective February 1, 2024. |

  84. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025 The following table shows, for each of the NEOs, certain information concerning all plan-based awards made in fiscal year ended January 31, 2025. This information supplements the information about these awards set forth in the Summary Compensation Table.

  85. Grants of Plan-Based Awards for Fiscal Year 2025

    | | | Estimated Future Payout Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | | | | Fermi Wang | | 0 | 504,900 | 757,350 | | | | | | | | 2/29/2024 | | | | | | | 45,929 | 2,565,135 | | | 2/29/2024 | | | | 0 | 45,929 | 114,823 | | 3,788,224 | | Leslie Kohn | | 0 | 267,561 | 401,342 | | | | | | | | 2/29/2024 | | | | | | | 24,403 | 1,362,908 | | | 2/29/2024 | | | | 0 | 24,403 | 61,008 | | 2,012,759 | | John Young | | 0 | 210,000 | 315,000 | | | | | | | | 2/1/2024 | | | | | | | 30,000 | 1,643,100 | | | 2/29/2024 | | | | | | | 16,845 | 940,793 | | | 2/29/2024 | | | | 0 | 16,845 | 42,113 | | 1,389,376 | | Chan Lee | | 0 | 242,487 | 363,731 | | | | | | | | 2/29/2024 | | | | | | | 22,764 | 1,271,369 | | | 2/29/2024 | | | | 0 | 22,764 | 56,910 | | 1,877,575 | | John Ju | | 0 | 192,068 | 288,102 | | | | | | | | 2/29/2024 | | | | | | | 15,898 | 887,903 | | | 2/29/2024 | | | | 0 | 15,898 | 39,745 | | 1,311,267 |

  86. Grants of Plan-Based Awards for Fiscal Year 2025

    | (1) Our non-equity incentive plan awards, and how they were determined, are based upon a structure that includes some discretion as to amounts paid to each NEO, as discussed above in the “Compensation Discussion and Analysis.” The amounts listed in this table represent the threshold, target and maximum amounts that would have been earned under the Fiscal Year 2025 Annual Bonus Plan assuming each NEO received their bonus target amount. No amounts are earned for failure to achieve any of the threshold revenue, operating profit before bonus or strategic objectives goals. The actual percentage of the bonus pool |

  87. Grants of Plan-Based Awards for Fiscal Year 2025

    | allocated to each individual is determined following completion of the fiscal year based on a variety of factors, including historical allocation, the executive’s individual contributions and retention considerations, as well as taking into consideration the CEO’s recommendations. The actual allocation of the bonus pool paid to our NEOs for fiscal year 2025 is reflected in the “Summary Compensation Table” above and in the “Compensation Discussion and Analysis.” |

  88. Grants of Plan-Based Awards for Fiscal Year 2025

    | (2) The amounts shown represent shares potentially issuable pursuant to performance-based restricted stock units (or PRSUs) granted on February 29, 2024, under our Amended and Restated 2021 Equity Incentive Plan. These awards have both “performance” and “continued service” conditions that must be met in order for the executive to receive the shares. Pursuant to the time-based vesting requirements, the target number of shares underlying the equity awards is scheduled to vest on March 15, 2027, subject to continued service through the scheduled vesting date and subject to increase or decrease by 100% of target based on attainment of specified levels of the Company’s total shareholder return (TSR) over the three-year period ending January 31, 2027, as measured against the median TSR of the semiconductor companies in the Russell 2000 Index, and subject to increase by up to 50% based on achievement of a three-year cumulative annual revenue growth rate (or Revenue CAGR). The “maximum” level represents the best case TSR and Revenue CAGR performance scenario. |

  89. Grants of Plan-Based Awards for Fiscal Year 2025

    | (3) Represents restricted stock unit grants vesting quarterly over a period of three years, subject to continued service through the applicable vesting dates. |

  90. Grants of Plan-Based Awards for Fiscal Year 2025

    | (4) The dollar amounts in this column do not reflect dollar amounts actually received by our NEOs. Instead, these amounts represent the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718. |

  91. Option Exercises and Stock Vested During Fiscal Year 2025

    Option Exercises and Stock Vested During Fiscal Year 2025 The following table shows certain information concerning value realized upon the exercise of stock options and the vesting of restricted stock unit grants by the NEOs during fiscal year 2025.

  92. Option Exercises and Stock Vested During Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Fermi Wang | 36,000 | 550,371 | 31,113 | 1,822,084 | | Leslie Kohn | — | — | 16,646 | 973,555 | | John Young | — | — | 14,523 | 850,995 | | Chan Lee | — | — | 15,293 | 895,625 | | John Ju | 8,900 | 146,049 | 10,775 | 630,975 |

  93. Option Exercises and Stock Vested During Fiscal Year 2025

    | (1) The value realized on exercise is calculated as the difference between the market price of the shares underlying the options exercised on the date of exercise and the applicable exercise price of those options. |

  94. Option Exercises and Stock Vested During Fiscal Year 2025

    | (2) The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on each vesting date. |

  95. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table shows certain information regarding outstanding equity awards held by our NEOs at the end of fiscal year 2025.

  96. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Fermi Wang | 50,000 | — | $41.36 | 3/06/2026 | | | | | | | | | 2,241(3) | 171,930 | | | | | | | 26,890(4) | 2,063,001 | | | | | | | 11,500(5) | 882,280 | | | | | | | 27,598(6) | 2,117,319 | | | | | | | 34,447(7) | 2,642,774 | | | | | | | 45,929(8) | 3,523,673 | | Leslie Kohn | | | | | 1,186(3) | 90,990 | | | | | | | 14,221(4) | 1,091,035 | | | | | | | 6,110(5) | 468,759 | | | | | | | 14,663(6) | 1,124,945 | | | | | | | 18,303(7) | 1,404,206 | | | | | | | 24,403(8) | 1,872,198 | | John Young | 25,000 | | $55.80 | 3/27/2027 | | | | | | | | | 345(3) | 26,468 | | | | | | | 4,137(4) | 317,391 | | | | | | | 1,482(5) | 113,699 | | | | | | | 3,556(6) | 272,816 | | | | | | | 22,500(9) | 1,726,20 | | | | | | | 12,634(7) | 969,280 | | | | | | | 16,845(8) | 1,292,34 | | Chan Lee | | | | | 1,078(3) | 82,704 | | | | | | | 12,928(4) | 991,836 | | | | | | | 5,700(5) | 437,304 | | | | | | | 13,678(6) | 1,049,376 | | | | | | | 17,073(7) | 1,309,841 | | | | | | | 22,764(8) | 1,746,454 | | John Ju | | | | | | | | | | | | | 776(3) | 59,535 | | | | | | | 9,308(4) | 714,110 | | | | | | | 3,981(5) | 305,422 | | | | | | | 9,553(6) | 732,906 | | | | | | | 11,924(7) | 914,809 | | | | | | | 15,898(8) | 1,219,695 |

  97. Outstanding Equity Awards at Fiscal Year-End 2025

    | (1) Vesting of each equity award pursuant to the vesting schedules described in the footnotes to the above table is contingent upon the executive officer’s continued service to the Company through the applicable vesting dates. |

  98. Outstanding Equity Awards at Fiscal Year-End 2025

    | (2) The amounts under “Market Value of Shares of Stock or Units That Have Not Vested” were calculated as the product of the closing price of our ordinary shares on the Nasdaq Global Select Market on January 31, 2025, which was $76.72, and the number of shares subject to the applicable restricted stock unit award. |

  99. Outstanding Equity Awards at Fiscal Year-End 2025

    | (3) The shares subject to the restricted stock unit award vest over a three-year period commencing on March 15, 2022, with 1/12 of the shares vesting on a quarterly basis. |

  100. Outstanding Equity Awards at Fiscal Year-End 2025

    | (4) Shares represent an award of performance-based restricted stock units covering a target number of shares. Pursuant to time-based vesting requirements, this award was scheduled to vest on March 15, 2025, subject to continued service requirements. The number of shares eligible to vest on March 15, 2025 could be increased or decreased by 100%, or may remain the same, based upon attainment of specified levels of the Company’s total shareholder return over the three-year period ending January 31, 2025. Based on the Company’s total shareholder return over the performance period, the number of shares that vested on March 15, 2025 was 0% of the target amount. |

  101. Outstanding Equity Awards at Fiscal Year-End 2025

    | (5) The shares subject to the restricted stock unit award vest over a three-year period commencing on March 15, 2023, with 1/12 of the shares vesting on a quarterly basis. |

  102. Outstanding Equity Awards at Fiscal Year-End 2025

    | (6) Shares represent an award of performance-based restricted stock units covering a target number of shares. Pursuant to time-based vesting requirements, up to 100% of this award is scheduled to vest on March 15, 2026, subject to continued service requirements. The number of shares eligible to vest on March 15, 2026 may be increased or decreased by 150%, or may remain the same, based upon attainment of specified levels of the Company’s (a) total shareholder return and (b) cumulative annual revenue growth rate, over the three-year period ending January 31, 2026. |

  103. Outstanding Equity Awards at Fiscal Year-End 2025

    | (7) The shares subject to the restricted stock unit award vest over a three-year period commencing on March 15, 2024, with 1/12 of the shares vesting on a quarterly basis. |

  104. Outstanding Equity Awards at Fiscal Year-End 2025

    | (8) Shares represent an award of performance-based restricted stock units covering a target number of shares. Pursuant to time-based vesting requirements, up to 100% of this award is scheduled to vest on March 15, 2027, subject to continued service requirements. The number of shares eligible to vest on March 15, 2027 may be increased or decreased by 150%, or may remain the same, based upon attainment of specified levels of the Company’s (a) total shareholder return and (b) cumulative annual revenue growth rate, over the three-year period ending January 31, 2027. |

  105. Outstanding Equity Awards at Fiscal Year-End 2025

    | (9) The shares subject to the restricted stock unit award vest over a four-year period commencing on December 15, 2023, with 1/16 of the shares vesting on a quarterly basis. |

  106. Pension Benefits

    Pension Benefits Aside from our 401(k) plan, we do not maintain any pension plan or arrangement under which our NEOs are entitled to participate or receive post-retirement benefits.

  107. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans or arrangements under which our NEOs are entitled to participate.

  108. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Severance Arrangements We have entered into change of control and severance agreements with each of our NEOs. Pursuant to such agreements, upon a termination of such NEO by us other than for cause occurring more than three months before or twelve months following a change of control, subject to the execution of a general release of claims, such NEO is entitled to:

  109. Potential Payments upon Termination or Change in Control

    | • | the payment of accrued salary and vacation; |

  110. Potential Payments upon Termination or Change in Control

    | • | payment of a lump sum equal to 100% (Dr. Wang and Messrs. Kohn and Young) or 50% (Messrs. Lee and Ju) of the executive officer’s then-current annual base salary; |

  111. Potential Payments upon Termination or Change in Control

    | • | payment of a prorated portion of the executive officer’s annual target bonus; |

  112. Potential Payments upon Termination or Change in Control

    | • | immediate acceleration of twelve months (Dr. Wang and Messrs. Kohn and Young) or six months (Messrs. Lee and Ju) of vesting of outstanding options and restricted stock unit (“RSU”) awards; however, the award agreement governing the performance-based restricted stock units modify this treatment with respect to such awards, as described below; and |

  113. Potential Payments upon Termination or Change in Control

    | • | Company-paid premiums for COBRA continuation coverage for up to twelve months (Dr. Wang and Messrs. Kohn and Young) or six months (Messrs. Lee and Ju) after the date of termination. |

  114. Potential Payments upon Termination or Change in Control

    Change of Control Arrangements Pursuant to the change of control and severance agreements, upon a termination of the NEO by us other than for cause or, if such officer resigns for good reason, within three months before or twelve months following a change of control, subject to the execution of a general release of claims, our NEOs are entitled to:

  115. Potential Payments upon Termination or Change in Control

    | • | the payment of accrued salary and vacation; |

  116. Potential Payments upon Termination or Change in Control

    | • | payment of a lump sum equal to 100% of the executive officer’s then-current annual base salary (or, if greater, at the level in effect immediately prior to the change of control); |

  117. Potential Payments upon Termination or Change in Control

    | • | payment of a prorated portion of the executive officer’s annual target bonus; |

  118. Potential Payments upon Termination or Change in Control

    | • | if the executive has been employed for at least 12 months, immediate acceleration of vesting of 100% (Dr. Wang and Messrs. Kohn and Young) or 50% (Messrs. Lee and Ju) of outstanding options and RSU awards; however, the award agreement governing the performance-based restricted stock units modify this treatment with respect to such awards, as described below; and |

  119. Potential Payments upon Termination or Change in Control

    | • | Company-paid premiums for COBRA continuation coverage for up to twelve months after the date of termination. |

  120. Potential Payments upon Termination or Change in Control

    Severance Upon Death or Disability Pursuant to the change of control and severance agreements, if the NEO terminates due to the NEO’s death or disability (as defined in the agreements) subject to the execution of a general release of claims, such NEO is entitled to payment of a lump sum equal to 100% of the executive officer’s then-current annual base salary. With respect to Messrs. Lee and Ju only, this amount is reduced to 50% of their then-current annual base salary if such termination occurs more than three months before or twelve months following a change of control. In addition to the foregoing benefits, Dr. Wang and Mr. Kohn also would receive a gross-up payment if such officer is required to pay excise tax under Section 4999 of the Internal Revenue Code, with the amount of such gross-up payment equal to the amount of excise tax. No other executive would receive a gross-up payment. In the event that the severance and other benefits payable to Messrs. Lee, Ju, and Young constitute “parachute payments” under Section 280G of the Internal Revenue Code and would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such executive’s benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by such executive on an after-tax basis of the greatest amount of benefits. For purposes of the change of control and severance agreements above, the term “cause” generally means the occurrence of any of the following events: (i) the executive officer’s willful and continued failure to substantially perform the duties of his position (other than failure resulting from the executive officer’s complete or partial incapacity due to physical or mental illness or impairment); (ii) the executive officer’s willful and continued failure to substantially perform the lawful and specific directives of the Board, as reasonably determined by the Board (other than failure resulting from the executive officer’s complete or partial incapacity due to physical or mental illness or impairment); (iii) the executive officer’s willful commission of an act of fraud or dishonesty resulting in, or is likely to result in, material economic or financial injury to us; or (iv) the executive officer’s willful engagement in illegal conduct that was or is reasonably likely to be materially injurious to us; provided that we have provided to the executive officer any requisite notice in a timely manner and, if permitted to correct the deficiency (with respect to failures to substantially perform under clauses (i) or (ii) only), the executive officer has failed to do so. For purposes of the change of control and severance agreements above, “change of control” generally means the occurrence of any of the following events: (i) any person acquires ownership of our securities representing more than 50% of the total voting power of our stock (except that any change in the ownership of our ordinary shares as a result of a private financing that is approved by the Board will not be considered a change of control); (ii) any person acquires 50% or more of the total gross fair market value of our assets over a twelve-month period; (iii) the consummation of our merger or consolidation with any other entity, other than a merger or consolidation that would result in our voting securities outstanding immediately prior thereto continuing to represent more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving entity; or (iv) the replacement of a majority of the Board during any twenty-four month period by directors whose appointment or election is not approved by a majority of the members of the Board prior to the date of the appointment or election. For purposes of the change of control and severance agreements above, “good reason” generally means the executive officer’s voluntary resignation from all positions such officer holds with us, effective within 90 days following the expiration of the cure period described below, after the occurrence of any of the following without the NEO’s written consent: (i) with respect to NEOs other than Mr. Young, a reduction by us of the executive officer’s base salary or annual target bonus in effect immediately prior to such reduction (other than reductions in connection with similar percentage reductions imposed on all executive-level employees) and, with respect to Mr. Young, a reduction by us of his base salary or annual target bonus by more than 10% individually or in the aggregate as in effect immediately prior to such reduction; (ii) a reduction (with respect to Mr. Young, a material reduction) by us of the executive officer’s health or welfare benefits in effect immediately prior to such reduction (with respect to NEOs other than Mr. Young, other than reductions in connection with similar percentage reductions imposed on all executive-level employees); (iii) our requiring the executive officer to move his primary work location to a location that is more than 30 miles from his then-current principal work location (unless such relocation does not increase his commuting distance); (iv) our failure to continue in effect any material compensation or benefit plan or practice in which the executive officer is eligible to participate in immediately prior to the change of control, unless certain equitable arrangements embodied in an ongoing substitute or alternative plan have been made; (v) our failure to obtain the assumption, in all material respects, of the change of control agreement by any of our successors; or, for certain of the executive officers, (vi) a material diminution in such executive officer’s authority, duties, responsibilities, and, other than with respect to Messrs. Lee and Ju, title or reporting structure, provided that a change (for Messrs. Lee and Ju) or a material diminution (for Dr. Wang and Messrs. Kohn and Young) in the executive officer’s title or reporting structure solely by virtue of the Company being acquired and made part of a larger entity will not by itself be sufficient to constitute good reason. In all cases, the executive officer must provide written notice to us of the existence of one of these conditions within 60 days after its initial existence, and we must be provided with a period of 30 days during which we may cure the circumstances giving rise to the condition, in which case no good reason will exist. Performance-Based Restricted Stock Units

  121. Potential Payments upon Termination or Change in Control

    In the event of our change in control, as defined in our Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) with respect to awards granted under that plan, the three-year relative total shareholder return (or TSR) goal under the PRSUs would be treated as follows. If TSR has not yet been measured, then our relative TSR performance will be measured in connection with the change in control by basing our TSR performance on the merger consideration payable with respect to Company shares in connection with the change in control, and the TSR measurement period would be shortened to reflect earlier measurement as a result of the change in control. Any shares that do not become eligible to vest based on the above treatment of the performance objectives would be forfeited at the change in control, and the shares underlying the PRSUs that have become eligible to vest will be scheduled to vest on the fifteenth day of each of June, September, December and March through the first March 15th following the end of the TSR measurement period, with the first scheduled vesting date occurring on the first June 15th following the date of grant, in equal installments, subject to the executive’s continued service through the applicable vesting dates. Further, the portion of the PRSUs that have become eligible to vest that are outstanding as of the change in control will be treated in accordance with the terms of our 2021 Plan, as applicable, and any change of control and severance agreement then in effect. In the event of our change in control, the three-year cumulative annual revenue growth rate goal under the PRSUs would be treated as follows. If the change in control occurs: (i) in any of the second, third or fourth fiscal quarters of a fiscal year, the revenue for the completed fiscal quarters in that fiscal year will be annualized and treated as the ending revenue for calculating the Company’s revenue CAGR, or (ii) in the first fiscal quarter of a fiscal year, the revenue for the immediately prior fiscal year will be treated as the ending revenue for calculating the Company’s revenue CAGR. The period over which the Company’s revenue CAGR is measured will be such revenue growth from fiscal year 2025 to, as applicable, (x) the fiscal year in which such annualized revenue is calculated under (a)(i) above, or (y) the fiscal year for which the full fiscal year revenue is used in (a)(ii) above. If before the scheduled vesting date of the applicable PRSUs and before a change in control, the NEO’s employment is terminated by us other than for cause (as defined in the change of control and severance agreement) (and other than due to the NEO’s death or disability, as defined in the change of control and severance agreement) or, if he resigns for good reason (as defined in the change of control and severance agreement), and he otherwise satisfies the other requirements under the change of control and severance agreement for the payment of other severance benefits to him, then a prorated number of shares underlying the award will accelerate vesting, with respect to the portion of the award eligible to vest. The prorated number of shares is the target number of restricted stock units as of the date of employment termination, or if the termination occurs after the TSR measurement date but before the scheduled vesting date, the prorated number of shares is based on the extent to which any performance goals have been met on or before the employment termination but during the performance period (and as adjusted by the relative TSR performance). The proration generally is determined by measuring the number of shares under the award that would have vested through the last day of the NEO’s employment with us, had the award been scheduled to vest in equal, quarterly installments through the final vesting date, with a first vesting date of the first June 15th following the date of grant. If on or after a change in control, the NEO’s employment is terminated by us other than for cause (as defined in the change of control and severance agreement) (and other than due to the NEO’s death or disability, as defined in the change of control and severance agreement) or if he resigns for good reason (as defined in the change of control and severance agreement), the PRSU award will be eligible for the vesting acceleration under the NEO’s change of control and severance agreement then in effect (as described further above). Otherwise, the terms of the PRSU award agreement generally supersede the vesting acceleration benefits under the NEO’s change of control and severance agreement. For purposes of the PRSU awards above, “change in control,” as defined in our 2021 Plan generally means the occurrence of any of the following events: (i) any person acquires ownership of more than 50% of the total voting power of our stock (except that acquisition of additional stock by a person already considered to own more than 50% of the voting power of our stock will not be considered a change in control); (ii) a change in our effective control that occurs when a majority of members of our Board is replaced during a 12-month period by directors whose appointment or election is not endorsed by a majority of members of the Board prior to the date of the appointment or election; or (iii) a change in ownership of a substantial portion of our assets that occurs when a person acquires 50% or more of the total gross fair market value of our assets over a twelve-month period (subject to certain exceptions, such as the transfer of our assets to our shareholders in exchange for or with respect to our stock). 2012 Equity Incentive Plan and Amended and Restated 2021 Equity Incentive Plan Our 2012 Equity Incentive Plan and our Amended and Restated 2021 Equity Incentive Plan each provide that in the event of a merger or “change in control,” as defined under the applicable plan, each outstanding award will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels, and such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time. However, the award agreement governing the PRSUs modify this treatment with respect to such awards, as described above. Potential Payments upon Termination or Change in Control The following table summarizes the payments that would be made to our NEOs upon the occurrence of a termination of employment qualifying for severance benefits or upon a change of control, assuming that each NEO’s termination of employment with our Company occurred on January 31, 2025, or in the event that a qualifying termination of employment in connection with a change of control of our Company occurred on January 31, 2025, as applicable. Amounts shown do not include (i) accrued but unpaid salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation.

  122. Potential Payments upon Termination or Change in Control

    | | Termination Without Cause (No change of control) ($) | Termination Without Cause (Within three months before or twelve months after change of control) ($) | | Fermi Wang | | | | Cash Severance Attributable to Salary | $504,900 | $504,900 | | Cash Severance Attributable to Bonus | 504,900 | 504,900 | | Acceleration of RSUs and PRSUs(1) | 4,620,257 | 11,400,976 | | Continued Health Benefits(2) | 40,133 | 40,133 | | Total | $5,670,190 | $12,450,909 | | Leslie Kohn | | | | Cash Severance Attributable to Salary | $356,748 | $356,748 | | Cash Severance Attributable to Bonus | 267,561 | 267,561 | | Acceleration of RSUs and PRSUs(1) | 2,452,764 | 4,008,045 | | Continued Health Benefits(2) | 28,051 | 28,051 | | Total | $3,105,124 | $4,660,405 |

  123. Potential Payments upon Termination or Change in Control

    | | Termination Without Cause (No change of control) ($) | Termination Without Cause (Within three months before or twelve months after change of control) ($) | | John Young | | | | Cash Severance Attributable to Salary | $300,000 | $300,000 | | Cash Severance Attributable to Bonus | 210,000 | 210,000 | | Acceleration of RSUs and PRSUs(1) | 1,751,108 | 4,718,203 | | Continued Health Benefits(2) | 39,508 | 39,508 | | Total | $2,300,616 | $5,267,711 | | Chan Lee | | | | Cash Severance Attributable to Salary | $161,658 | $323,316 | | Cash Severance Attributable to Bonus | 242,487 | 242,4870 | | Acceleration of RSUs and PRSUs(1) | 1,179,954 | 2,808,758 | | Continued Health Benefits(2) | 16,382 | 32,763 | | Total | $1,600,481 | $5,589,707 | | John Ju | | | | Cash Severance Attributable to Salary | $147,745 | $295,489 | | Cash Severance Attributable to Bonus | 192,068 | 192,068 | | Acceleration of RSUs and PRSUs(1) | 829,420 | 1,973,238 | | Continued Health Benefits(2) | 14,026 | 28,051 | | Total | $1,183,259 | $2,488,846 |

  124. Potential Payments upon Termination or Change in Control

    | (1) The value of accelerated RSUs and PRSUs was calculated by multiplying (x) the number of shares subject to acceleration by (y) the fair market value of an ordinary share on the Nasdaq Global Select Market on January 31, 2025, which was $76.72. The value of accelerated PRSUs assumes a payout at a level of 100% of target. |

  125. Potential Payments upon Termination or Change in Control

    | (3) Represents the aggregate premium payments that would be required to be paid to or on behalf of the NEO to provide continued health insurance coverage under COBRA (based on the executive’s health insurance coverage as of January 31, 2025) for the period available to the executive. |

  126. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our principal executive officer’s annual total compensation to the annual total compensation of our median employee. As discussed above in the “Compensation Discussion and Analysis,” we are engaged in a very competitive industry, and our success depends on our ability to attract, motivate and retain highly qualified, talented and creative employees. Consistent with our executive compensation program, our global compensation program is designed to be competitive in terms of both the position and the geographic location in which an employee is located. Accordingly, our pay structures vary among our employees based on position and geographic location, with significant consideration given to local competitive market practices. We believe our compensation philosophy and process yield an equitable result for all of our employees. As of January 31, 2025, the end of our fiscal year 2025, we had a total of 941 employees, of which approximately 28% were located in the U.S., primarily in Santa Clara, California, and 72% were located outside of the U.S., primarily in China and Taiwan. Approximately 75% of our employees are engaged in research and development, 23% in sales, marketing and administration and 2% in operations. Pay Ratio During fiscal year 2025, the principal executive officer of Ambarella was our CEO, Dr. Feng-Ming (Fermi) Wang. For fiscal year 2025, the annual total compensation for Dr. Wang was $7,477,266, as disclosed under the Summary Compensation Table above, and the annual total compensation for our median employee was $92,396, calculated using the same methodology as applied for Dr. Wang in the Summary Compensation Table above, resulting in an estimated pay ratio of 81:1. Identification of Median Employee We selected January 31, 2025, the last day of our fiscal year 2025, as the date on which to determine our median employee. For purposes of identifying the median employee for fiscal year 2025, we considered the aggregate of all the following compensation elements for each of our employees (other than Dr. Wang), as compiled from our internal records as of January 31, 2025:

  127. PAY RATIO DISCLOSURE

    | • | an estimate of the annual base salary or wages for fiscal year 2025; |

  128. PAY RATIO DISCLOSURE

    | • | bonuses or other cash incentives paid in fiscal year 2025; and |

  129. PAY RATIO DISCLOSURE

    | • | the grant date fair value of equity awards granted in fiscal year 2025. |

  130. PAY RATIO DISCLOSURE

    We selected the above compensation elements because they represent Ambarella’s principal broad-based compensation elements. For purposes of identifying the median employee, any compensation paid in foreign currencies was converted to U.S. dollars based on the average of the monthly exchange rates for the twelve-month period ended January 31, 2025. In identifying the median employee, we did not make any cost-of-living adjustments or exclude any foreign jurisdictions in accordance with Item 402(u) of Regulation S-K. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to utilize different methodologies and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  131. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE We are providing the following information about the relationship between “compensation actually paid” to our named executive officers and company financial performance, as required by or defined in Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K. For further information regarding our compensation philosophy, and in particular, how we align executive compensation with company financial performance, refer to “Executive Compensation – Compensation Discussion and Analysis,” above.

  132. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Total Shareholder Return – AMBA ($) (5) | Peer Group Total Shareholder Return ($) (6) | Net Income ($ Millions) (7) | Revenue ($ Millions) (8) | | 2025 | 7,477,266 | 12,086,018 | 3,796,963 | 5,813,059 | 129.73 | 280.26 | (117.1) | 284.9 | | 2024 | 5,808,060 | (778,845) | 2,781,316 | (358,579) | 88.87 | 238.05 | (169.4) | 226.5 | | 2023 | 5,904,850 | (5,223,250) | 3,702,220 | (483,113) | 151.91 | 180.82 | (65.4) | 337.6 | | 2022 | 6,205,867 | 21,197,673 | 2,592,611 | 9,835,394 | 236.98 | 209.94 | (26.4) | 331.9 | | 2021 | 5,596,549 | 14,765,032 | 2,212,215 | 5,755,522 | 159.55 | 170.15 | (59.8) | 222.9 |

  133. PAY VERSUS PERFORMANCE

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for the Company’s principal executive officer, or PEO, Dr. Feng-Ming (Fermi) Wang, for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table for Fiscal Year 2025,” above. |

  134. PAY VERSUS PERFORMANCE

    | (2) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed fiscal year, but this is a dollar amount derived from the starting point of the compensation reported in the “Total” column of the Summary Compensation Table, under the methodology prescribed under the SEC’s rules, as shown in the reconciliation table below. |

  135. PAY VERSUS PERFORMANCE

    The following table presents a reconciliation of total compensation paid to the PEO for each year as reported in the Summary Compensation Table, above, to the compensation actually paid to the PEO, which was computed in accordance with Item 402(v) of Regulation S-K, as reported in the Pay versus Performance table, above.

  136. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO($) | Exclusion of Stock Awards for PEO($) | Inclusion of Equity Values for PEO($) | Equals Compensation Actually Paid to PEO($) | | 2025 | 7,477,266 | (6,353,359) | 10,962,111 | 12,086,018 | | 2024 | 5,808,060 | (5,050,710) | (1,536,195) | (778,845) | | 2023 | 5,904,850 | (5,343,850) | (5,784,250) | (5,223,250) | | 2022 | 6,205,867 | (4,905,867) | 19,897,673 | 21,197,673 | | 2021 | 5,596,549 | (4,717,849) | 13,886,332 | 14,765,032 |

  137. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values for PEO column in the table above are derived from the amounts set forth in the following table:

  138. PAY VERSUS PERFORMANCE

    | Fiscal Year | Fair Value of Unvested Current Year Awards at FYE for PEO ($) | Change in Value of Prior Year Awards Vesting During the Year for PEO ($) | Change in Value of Unvested Equity from Prior Years for PEO ($) | Adjust for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited during Year for PEO ($) | Total- Inclusion of Equity Values for PEO ($) | | 2025 | 8,296,174 | 91,970 | 1,875,658 | 698,309 | — | 10,962,111 | | 2024 | 2,486,054 | (326,581) | (472,449) | 477,210 | — | (1,536,195) | | 2023 | 4,221,283 | (1,451,046) | (9,054,092) | 499,604 | — | (5,784,250) | | 2022 | 5,627,028 | 1,909,656 | 11,606,228 | 754,761 | — | 19,897,673 | | 2021 | 8,472,740 | 41,072 | 4,664,085 | 708,435 | — | 13,886,332 |

  139. PAY VERSUS PERFORMANCE

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs other than the Company’s PEO (the “Non-PEO NEOs”), for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation –Summary Compensation Table for Fiscal Year 2025” above and the Summary Compensation Tables for fiscal years 2024 - 2021 contained in the Company’s previously filed proxy statements. The non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal year 2025, Les Kohn, John Young, Chan Lee, and John Ju; (ii) for fiscal year 2024, Les Kohn, Brian White, Chan Lee, and John Ju; (iii) for fiscal year 2023, Les Kohn, Brian White, Chan Lee, John Ju, and John Young; (iv) for fiscal year 2022, Les Kohn, Casey Eichler, Chan Lee, John Ju, and John Young; and (v) for fiscal year 2021, Les Kohn, Casey Eichler, Michael Chen, and Christopher Day. |

  140. PAY VERSUS PERFORMANCE

    | (4) This figure is the average of compensation actually paid for the Non-PEO NEOs in each listed fiscal year. Compensation actually paid does not mean that these Non-PEO NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules, as shown in the reconciliation table below. |

  141. PAY VERSUS PERFORMANCE

    The following table presents a reconciliation of the average of the total compensation paid to Non-PEO NEOs for each year as reported in the Summary Compensation Table above and in the Company’s previously filed proxy statements to the average compensation actually paid to the Non-PEO NEOs, which was computed in accordance with Item 402(v) of Regulation S-K, as reported in the Pay versus Performance table, above.

  142. PAY VERSUS PERFORMANCE

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs \($) | Average Exclusion of Stock Awards for Non-PEO NEOs($) | Average Inclusion of Equity Values for Non-PEO NEOs($) | Equals Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 3,796,963 | (3,174,263) | 5,190,359 | 5,813,059 | | 2024 | 2,781,316 | (2,359,584) | (780,347) | (358,579) | | 2023 | 3,702,220 | (3,324,397) | (860,936) | (483,113) | | 2022 | 2,592,611 | (1,956,274) | 9,199,057 | 9,835,394 | | 2021 | 2,212,215 | (1,743,625) | 5,286,932 | 5,755,522 |

  143. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values for NEOs column in the table above are derived from the amounts set forth in the following table:

  144. PAY VERSUS PERFORMANCE

    | Fiscal Year | Average Fair Value of Unvested Current Year Awards at FYE for Non-PEO NEOs($) | Average Change in Value of Prior Year Awards Vesting During the Year for Non-PEO NEOs($) | Average Change in Value of Unvested Equity from Prior Years for Non-PEO NEOs($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year for Non-PEO NEOs($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited during Year for Non-PEO NEOs($) | Average Total- Inclusion of Equity Values for Non-PEO NEOs($) | | 2025 | 4,040,115 | 34,447 | 703,516 | 412,281 | — | 5,190,359 | | 2024 | 1,161,428 | (261,971) | (1,883,274) | 203,470 | — | (780,347) | | 2023 | 2,779,010 | (615,781) | (3,238,882) | 214,717 | — | (860,936) | | 2022 | 2,243,894 | 1,303,642 | 5,350,587 | 300,933 | — | 9,199,057 | | 2021 | 3,131,381 | 26,321 | 1,867,424 | 261,806 | — | 5,286,932 |

  145. PAY VERSUS PERFORMANCE

    | (5) Total shareholder return is calculated by assuming that a $100 investment was made on the last trading day prior to the earliest fiscal year reported in this table and reinvesting all dividends until the last day of each reported fiscal year. |

  146. PAY VERSUS PERFORMANCE

    | (6) The peer group used is the PHLX Semiconductor Sector Index (SOX), as used in the performance graph included in our annual report. Total shareholder return is calculated by assuming that a $100 investment was made on the last trading day prior to the earliest fiscal year reported in this table and reinvesting all dividends until the last day of each reported fiscal year. |

  147. PAY VERSUS PERFORMANCE

    | (7) The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements. |

  148. PAY VERSUS PERFORMANCE

    | (8) The metric in this column, the Company’s revenue as reflected in the Company’s audited financial statements, in our assessment, represents the most important Company financial performance measure (that is not otherwise disclosed in this table) used in fiscal year 2025 to link compensation actually paid to company performance for the NEOs for all years presented. In particular, 1/3 of the annual bonus program for NEOs for fiscal year 2025 is based on the revenue metric. Other key financial performance measures linked to executive compensation are described under “Financial Performance Measures,” below. For additional information regarding actual performance, peer group, and executive compensation for the most recently completed fiscal year, see “Executive Compensation – Compensation Discussion and Analysis,” above. |

  149. PAY VERSUS PERFORMANCE

    Analysis of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing, below, the relationships between certain information presented in the Pay Versus Performance table, above. We utilize several financial performance measures to align executive compensation with Company financial performance as described in “Executive Compensation – Compensation Discussion and Analysis,” however, not all of those measures are presented in the Pay versus Performance table, above, nor in the below graphs. We generally seek to incentivize long-term performance using various performance measures, which may not result in alignment of individual performance measures with compensation actually paid (as computed in accordance with Item 402(v) of Regulation which incorporates various elements including, but not limited to, changes in value based on the Company’s stock price to the vesting date or during the year) for a particular year. Relationship Between PEO Compensation Actually Paid and NEOs Average Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between compensation actually paid (or CAP) to our PEO, the average of compensation actually paid to our Non-PEO NEOs, and the Company’s cumulative TSR as well as the PHLX Semiconductor Sector Index cumulative TSR for the fiscal years indicated. Relationship Between PEO Compensation Actually Paid and Non-PEO NEOs Average Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our Non-PEO NEOs, and our net income (loss) during the fiscal years indicated. Relationship Between PEO Compensation Actually Paid and Non-PEO NEOs Average Compensation Actually Paid and Revenue The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our Non-PEO NEOs, and our revenue for the fiscal years indicated. Financial Performance Measures As described in further detail in “Executive Compensation – Compensation Discussion and Analysis” above, our executive compensation program incorporates various Company financial performance metrics. Such metrics are used in both our long-term and short-term incentive awards and are selected with the objective of incentivizing our PEO and Non-PEO NEOs to increase the long-term value of our Company for shareholders. The three most important financial performance measures used in fiscal year 2025 to link executive compensation actually paid to our PEO and Non-PEO NEOs , for the most recently completed fiscal year, to our financial performance are as follows (listed in no particular order of importance):

  150. PAY VERSUS PERFORMANCE

    | Most Important Financial Performance Measures | | Revenue | | Non-GAAP operating profit | | Total Shareholder Return relative to the Russell 2000 Index |