DEF 14A of Ambarella Inc
Filed May 15, 2026 · FY20260001193125-26-227183
MEETING AGENDA
| Grants of Plan-Based Awards | 47 | | Option Exercises and Stock Vested | 48 | | Outstanding Equity Awards at Fiscal Year-End | 49 | | Potential Payments upon Termination or Change in Control | 51 | | Pay Ratio Disclosure | 56 | | Pay Versus Performance | 57 | | Equity Compensation Plan Information | 62 | | Security Ownership of Certain Beneficial Owners and Management | 63 | | Certain Relationships and Related Person Transactions | 65 | | Proposal 4: Approval of Amendment to the Ambarella, Inc. 2021 Equity Incentive Plan | 66 | | Vote Required | 77 | | Delinquent Section 16(A) Reports | 78 | | Shareholder Proposals for the 2027 Annual Meeting of Shareholders | 78 | | Householding of Proxy Materials | 79 | | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on June 26, 2026 | 79 | | Other Matters | 79 | | Annex A | A-1 |
ELECTION OF CLASS II DIRECTORS
ELECTION OF CLASS II DIRECTORS Ambarella’s Board of Directors (the “Board”) currently has eight members. The authorized number of directors may be changed by resolution of the Board. Vacancies on the Board may be filled only by an affirmative vote of a majority of the remaining directors, or by the sole remaining director or, if not 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 until the next succeeding annual general meeting or until his or her death, resignation or removal. The Board is divided into three classes, Class I, Class II and Class III, which serve staggered three-year terms:
ELECTION OF CLASS II DIRECTORS
| • | Class I directors are Chantelle Y. Breithaupt, Dr. Chenming C. Hu and Dr. Feng-Ming (“Fermi”) Wang and their current terms will expire at the annual meeting of shareholders to be held in 2028. |
ELECTION OF CLASS II DIRECTORS
| • | Class II directors are Gregory M. Bryant, D. Jeffrey Richardson and Elizabeth M. Schwarting and their current terms will expire at the upcoming Annual Meeting. |
ELECTION OF CLASS II 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. |
ELECTION OF CLASS II DIRECTORS
Mr. Bryant was appointed to the Board in February 2026 upon recommendation of the remaining directors and the Nominating and Corporate Governance Committee following his identification as a director candidate by a third-party search firm, and is standing for election by the shareholders for the first time. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has selected Mr. Bryant, Mr. Richardson and Ms. Schwarting as nominees for election as Class II 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 II director receiving the highest number of affirmative votes will be elected as Class II directors and will serve until the annual meeting of shareholders to be held in 2029 or until their successors are elected and qualified. The names of the nominees for election as Class II directors, who have been nominated by the Board, and the names of the continuing directors not up for election at the upcoming 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.
ELECTION OF CLASS II DIRECTORS
| Names of Nominees for Class II Directors | Age | Position(s) | | Gregory M. Bryant(2) | 57 | Director | | D. Jeffrey Richardson(2)(3)(4) | 61 | Director | | Elizabeth M. Schwarting(1)(3) | 63 | Director |
ELECTION OF CLASS II DIRECTORS
| (1) Member of Audit Committee |
ELECTION OF CLASS II DIRECTORS
| (2) Member of Compensation Committee |
ELECTION OF CLASS II DIRECTORS
| (3) Member of Nominating and Corporate Governance Committee |
ELECTION OF CLASS II DIRECTORS
| (4) Lead Independent Director |
ELECTION OF CLASS II DIRECTORS
Gregory M. Bryant has been a member of our Board since February 2026. Mr. Bryant currently serves as principal of Xcendra Ventures, a venture capital and advisory services firm focused on healthcare and technology sectors that he founded in 2025. Prior to founding Xcendra Ventures, Mr. Bryant served as President of Global Business Units of Analog Devices Inc., a semiconductor company, from March 2022 to March 2025. Previously, Mr. Bryant had a long career at Intel Corporation, a semiconductor company, most recently in the role of EVP and General Manager of Intel’s Client Computing Group from September 2019 to January 2022. Mr. Bryant holds a Bachelor of Science degree in Electrical Engineering from the University of Kansas and a Master’s degree in Program and Systems Management from Golden Gate University. We believe that Mr. Bryant possesses specific attributes that qualify him to serve as a member of our Board, including his extensive managerial experience in the semiconductor industry as President of Global Business Units of Analog Devices and senior management positions with Intel. 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. From October 2015 to October 2024, Ms. Schwarting was the Principal Member of DBS Ventures, LLC, where she served 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), an automotive manufacturer and supplier. 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.
ELECTION OF CLASS II DIRECTORS
| Names of Continuing Directors | Age | Position(s) | | Chantelle Y. Breithaupt(1) | 53 | Director | | Hsiao-Wuen Hon, Ph.D.(2) | 62 | Director | | Chenming C. Hu, Ph.D.(1)(2) | 78 | Director | | Christopher B. Paisley(1)(3) | 73 | Director | | Feng-Ming (Fermi) Wang, Ph.D. | 62 | Chairman of the Board of Directors, President and Chief Executive Officer |
ELECTION OF CLASS II DIRECTORS
| (1) Member of Audit Committee |
ELECTION OF CLASS II DIRECTORS
| (2) Member of Compensation Committee |
ELECTION OF CLASS II DIRECTORS
| (3) Member of Nominating and Corporate Governance Committee |
ELECTION OF CLASS II DIRECTORS
Chantelle Y. 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 networking technology company, 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, a provider of asset management software, from March 2021 to December 2023. Prior to Aspen Technology, Ms. Breithaupt spent seven years with Cisco Systems, Inc., a network technology company. 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 for General Electric Company 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. 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 2024. 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 artificial intelligence, natural language processing, 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 also serves on the board of directors of MediaTek Inc., a Taiwanese fabless semiconductor company. 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 managerial experience in the technology industry at Microsoft and Apple. 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, a semiconductor company, 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 previously served as a director of numerous companies, including Inphi Corporation, a semiconductor company, from 2010 to 2021, when it was acquired by Marvell Technology, Inc., a semiconductor company, and ACM Research, Inc., a semiconductor equipment producer, from 2017 to 2025. Dr. Hu is a member of the U.S. National Academy of Engineering, the Chinese Academy of Sciences, and Taiwan’s Academia Sinica, and, in 2016, he received the US National Medal of Technology and Innovation from President Barack Obama. 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 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. 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 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. 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. We ask that you vote “FOR” the following resolution: RESOLVED that each of Gregory M. Bryant, D. Jeffrey Richardson and Elizabeth M. Schwarting be appointed as Class II Directors to hold office in accordance with the Amended and Restated Memorandum and Articles of Association of the Company until the 2029 Annual Shareholder Meeting of the Company.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Our business is managed by our executive officers under the direction and oversight of our Board, which is currently composed of eight members. In addition, when the chairman of the Board is an employee director—or when there is no current chairman—we are committed to having a lead independent director. Our Board is dedicated to good corporate governance practices, which provide a framework within which our directors and management can pursue 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:
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| v Role of the Board and Directors | v Election of directors | v Composition of the Board | | v Board membership criteria | v Overboarding | 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 |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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 our stakeholders.
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 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.
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:
Lead Independent Director
| • | communicating with the Chief Executive Officer on behalf of the non-employee directors; |
Lead Independent Director
| • | presiding over meetings of the non-employee directors; |
Lead Independent Director
| • | raising issues with management on behalf of the non-employee directors when appropriate; |
Lead Independent Director
| • | overseeing the Board’s oversight responsibilities with respect to Company strategy, risk management and succession planning; |
Lead Independent Director
| • | overseeing the function of the Board and committees, including advising on agendas and materials to be distributed to the Board; |
Lead Independent Director
| • | being available for meetings with the Company’s shareholders; and |
Lead Independent Director
| • | performing such other duties as the Board may from time to time designate. |
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.
Compensation Committee
| • | reviewing and recommending to the Board changes with respect to the compensation of our directors; and |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION 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. 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. During fiscal year 2026, the Board approved, at the recommendation of the Compensation Committee and following the Compensation Committee’s review of peer company data and consultation with our compensation consultant, a modification to the cash retainer portions of the director compensation program. Cash Retainers. Effective as of May 27, 2025, the Board approved an increase in the annual retainer paid to our non-employee directors from $45,000 to $50,000, prorated for partial service in any year and paid in cash at the end of each quarter for service during the previous quarter. The individual acting as lead independent director is paid an additional retainer of $25,000 (increased from $20,000 in fiscal year 2025) annually for serving in that role. In addition to the annual retainer for serving on the Board, non-employee directors are also paid cash retainers for committee service. During fiscal year 2026, the Board also approved certain increases in the annual retainers paid to chairpersons and members of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as follows: Annual Cash Retainers Paid for Committee Service During Fiscal Year 2026 Prior to May 27, 2025
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 |
DIRECTOR COMPENSATION
Annual Cash Retainers Paid for Committee Service During Fiscal Year 2026 On or After May 27, 2025
DIRECTOR COMPENSATION
| Committee | Annual Member Retainer | Annual Chairperson Retainer | | Audit Committee | $10,000 | $25,000 | | Compensation Committee | $10,000 | $20,000 | | Nominating and Corporate Governance | $5,000 | $15,000 |
DIRECTOR COMPENSATION
Stock Compensation. For fiscal year 2026, 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, 2025, subject to continued service through the applicable vesting dates. Accordingly, on September 2, 2025, each of the non-employee directors who were then serving on the Board received a restricted stock unit award covering 2,498 shares. On February 28, 2025, Ms. Breithaupt received a restricted stock unit award covering 2,442 shares in connection with her initial appointment to the Board, which award had a grant date value of $150,000, that vested in three equal, quarterly installments on March 15, 2025, June 15, 2025 and September 15, 2025, subject to continued service through the applicable vesting dates. 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 or 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., $250,000, within five years of becoming a director. Additional details regarding the stock ownership guidelines, including such guidelines applicable to our named executive officers (including those who are employee directors) are set forth in the section titled “Executive Compensation – Compensation Discussion & Analysis – Stock Ownership Guidelines” below. As of January 31, 2026, all of our non-employee directors and employee directors satisfied the equity ownership guidelines.
Director Compensation for Fiscal Year 2026
Director Compensation for Fiscal Year 2026 The following table sets forth the compensation paid or accrued by us to our non-employee directors during fiscal year 2026. The table excludes Dr. Wang, who did not receive any additional compensation from us in his role as a director because he is also an employee of Ambarella, and Mr. Bryant, who was appointed to the Board after the completion of fiscal year 2026.
Director Compensation for Fiscal Year 2026
| Name | Fees Earned or Paid in Cash ($) | Restricted Stock Awards ($)(1)(2) | Total ($) | | Chantelle Y. Breithaupt | 57,083 | 350,027(3) | 407,110 | | Hsiao-Wuen Hon | 55,625 | 200,015(4) | 255,640 | | Chenming C. Hu | 70,000 | 200,015(5) | 270,015 | | Christopher B. Paisley | 74,167 | 200,015(6) | 274,182 | | D. Jeffrey Richardson | 91,042 | 200,015(7) | 291,057 | | Elizabeth M. Schwarting | 66,250 | 200,015(8) | 266,240 |
Director Compensation for Fiscal Year 2026
| (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. |
Director Compensation for Fiscal Year 2026
| (2) Represents restricted stock unit awards, each covering 2,498 ordinary shares granted on September 2, 2025 to the then serving non-employee directors. Also includes a restricted stock unit award for 2,442 ordinary shares granted to Ms. Breithaupt on February 28, 2025, in connection with her initial appointment to the Board. |
Director Compensation for Fiscal Year 2026
| (3) As of January 31, 2026, Ms. Breithaupt held an outstanding restricted stock unit award covering 1,874 shares. |
Director Compensation for Fiscal Year 2026
| (4) As of January 31, 2026, Dr. Hon held an outstanding restricted stock unit award covering 1,874 shares. |
Director Compensation for Fiscal Year 2026
| (5) As of January 31, 2026, Dr. Hu held an outstanding restricted stock unit award covering 1,874 shares. |
Director Compensation for Fiscal Year 2026
| (6) As of January 31, 2026, Mr. Paisley held an outstanding restricted stock unit award covering 1,874 shares. |
Director Compensation for Fiscal Year 2026
| (7) As of January 31, 2026, Mr. Richardson held an outstanding restricted stock unit award covering 1,874 shares. |
Director Compensation for Fiscal Year 2026
| (8) As of January 31, 2026, Ms. Schwarting held an outstanding restricted stock unit award covering 1,874 shares. |
Overview
| • | create long-term incentives to increase shareholder value and deliver revenue growth, with a significant portion of compensation in the form of performance-based restricted stock units (“PRSUs”) tied to relative total shareholder return and revenue growth over a three-year period; and |
Executive Summary
| • | Annual Bonus Awards: The Company made individual awards under our fiscal year 2026 annual bonus plan to NEOs that were 136% -153% of target, reflecting the Company’s financial performance, achievement of annual corporate goals established at the beginning of the year, and individual contributions. |
Executive Summary
| • | Long-Term Incentive Compensation Awards: |
Executive Summary
| • | The Company granted restricted stock unit (“RSU”) and PRSU awards to our CEO and other NEOs based on a 50/50 split between RSUs and PRSUs. Approximately 84% of our CEO’s, and, on average, 80% of our other NEOs’, target total direct compensation (salary, bonus opportunity and long-term equity awards) consisted of RSUs and PRSUs. |
Executive Summary
| • | The Compensation Committee certified the Company’s TSR performance for PRSUs granted in 2023 at the 50th percentile of the peer group, resulting in a 100% payout of these PRSU awards. |
Executive Summary
| What we do: | What we don’t do: | | ✓ Link pay and performance by establishing corporate performance objectives under our fiscal year 2026 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 |
Framework for Determining Executive Compensation
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, including for fiscal year 2026, 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 emphasizes pay for performance, compensation that is competitive with the market and provide appropriate incentive to drive our business success and retain our key talent. The Role of the Compensation Committee and Board of Directors The Compensation Committee is primarily responsible for the executive compensation program for our executive officers. 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. The Compensation Committee formally met five times during fiscal year 2026, 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). Portions of these meetings were held with members of management in attendance and each meeting included a closed session portion without members of management present. The meetings also included members of our compensation consultant (as described below). 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, the competitive market for executive talent, and compensation practices of our peers. The Role of Management A key objective of our executive compensation program is to align compensation with our business strategy and the interests of our shareholders. Our Compensation Committee receives input from our CEO on business operations and the compensation rewards and incentives that would be most effective in achieving this alignment. Our CEO also provides recommendations regarding base salary, short term bonus and long-term incentive compensation for our NEOs (other than for himself) based on the Company’s operating results, an NEO’s individual role and contributions, internal pay equity, and retention. Our CEO 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 Vice President of Human Resources also meets with our Compensation Committee and our compensation consultant to provide data and develop our broad compensation programs. 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 2026, our Compensation Committee engaged Semler Brossy Consulting Group, LLC (“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 compensation practices of our compensation peer group companies (as described below) to the Compensation Committee; advising on executive compensation trends; 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 are aligned with 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. Peer Companies In setting executive compensation for fiscal year 2026, our Compensation Committee considered the compensation data gathered by 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. Rather, the Compensation Committee considers market data from the peer group alongside considerations such as each executive’s skill set, experience and role, as well company and individual performance. The peer group’s primary purpose is to inform on pay program design, relationship of pay and performance, and equity usage at companies of similar size and industry profile. The Compensation Committee has utilized a peer group 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. The Compensation Committee, following consultation with Semler Brossy, has made adjustments to the peer group from time to time to maintain alignment of the peer group with the Company’s market cap, revenues, industry and growth profile. Prior to fiscal year 2026, the Compensation Committee made several adjustments to the peer group. One company (Alteryx) was removed due to its acquisition, and one company (Indie Semiconductor) was added based upon its business alignment and market valuation. 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 updated peer group was used for the basis of fiscal year 2026 compensation decisions, and included the following companies:
Elements of Executive Compensation
| • | performance-based bonuses; |
Elements of Executive Compensation
| • | equity incentive awards, including performance-based awards; and |
Elements of Executive Compensation
| • | severance and change of control benefits. |
Annual Performance-Based Bonuses
Annual Performance-Based Bonuses Overview of the Annual Bonus Program 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 executives to achieve, and reward executives for achieving, important corporate financial and operational goals, as well as individual performance. Shortly after the Board approves the Company’s annual operating budget, the Board establishes an annual bonus pool for employees and executives. Target bonuses for our CEO and other NEOs are set as a percentage of base salary. For fiscal year 2026, these target bonus percentages remained consistent with fiscal year 2025. The fiscal year 2026 bonus plan linked a portion of employee and executive compensation to our actual financial and operational performance. Consistent with our approach since fiscal year 2020, the fiscal year 2026 bonus plan was based on three equally-weighted (at target) performance metrics: (i) annual revenue, (ii) annual operating profit before bonus accruals, and (iii) a set of strategic objectives (four in fiscal year 2026). After the Compensation Committee certifies performance against these goals, the bonus pool size is adjusted based on the level of achievement. The Compensation Committee then determines the amount awarded to each individual NEO, with input from the CEO, based on factors such as the executive’s role and individual contributions 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 2026, the executive bonus program was based on three equally-weighted, performance metrics: (i) annual revenue, (ii) annual operating profit before bonus accruals, and (iii) a set of strategic objectives. These metrics were selected because the Compensation Committee and Board believe they are important indicators of our performance as a growing company and reflect successful execution of our annual operating plan. While revenue remained an important focus for the Company’s overall business success, the operating profit goal helped to ensure that pursuing revenue and research & development was balanced with efforts to achieve profitable margins and manage expenses. The operating profit goal is a non-GAAP measure and refers to GAAP operating income, excluding (a) stock-based compensation and the associated tax impact and (b) bonus accruals. The strategic objectives metric consists of short-term objectives that support the Company’s efforts to expand its presence in the evolving edge AI market across a broader range of applications, including advanced video security cameras, automotive safety systems, fixed robots, autonomous mobile robots, and industrial applications, which we believe will create long term value for our stakeholders. The Compensation Committee established threshold, target and maximum achievement levels for each of the three performance metrics. After the Compensation Committee certifies performance against these metrics, the executive bonus pool is funded between 0% and a maximum of 167% of target based on the level of achievement. Failure to achieve threshold performance for any specific metric results in no payout for that portion of the bonus pool, and failure to achieve threshold performance for all metrics results in no bonus pool payout. Funding between performance levels is calculated using linear interpolation. The executive bonus pool funding levels resulting from performance achievement for the two financial performance metrics were as follows:
Non-GAAP Operating Profit
The Compensation Committee intended that the difficulty of attaining the goals would be relatively consistent with prior years and would require strong operational performance. The financial metric targets under the fiscal year 2026 annual bonus plan represented a 17.5% increase in revenue and an $8.3 million improvement in operating profit over the prior year’s results. These targets were established when there remained uncertainty regarding ongoing inventory correction efforts among our customers, continued heightened geopolitical events, increased expenses associated with continued development of the Company’s new edge AI solutions, and cyclical challenges in the semiconductor industry. The Compensation Committee also noted that the revenue target was above the projected industry growth rate and above the targets of certain industry peers. For the fiscal year 2026 annual bonus plan, the strategic objectives were as follows (with points assigned for achievement):
Non-GAAP Operating Profit
| Metric | Weight | Target Performance Goal | Actual Results | Payout Factor (% of Target) | | Revenue | 33.3% | $335 million | $390.7 million | 150% | | Operating Profit | 33.3% | - $1.4 million | $28.9 million | 150% | | Strategic Goals | 33.3% | 7.0 points | 9.5 points | 142% | | Total | 100% | | | 147% |
Non-GAAP Operating Profit
Under our fiscal year 2026 annual bonus plan, our Compensation Committee and Board had the discretion to reduce, eliminate or increase the size of the bonus pool. The Compensation Committee did not make any changes to the performance metrics or size of the bonus pool for fiscal year 2026. Individual Bonus Opportunity At the start of fiscal year 2026, the Compensation Committee approved target bonus levels, expressed as a percentage of base salary, for the CEO and other NEOs. The target bonus level for our CEO was 100% of his base salary, and the target bonus levels for our other NEOs ranged from 65% to 75% of their base salary, all of which were consistent with the prior year. Before bonus awards were allocated, our CEO met with the Compensation Committee and provided recommendations regarding individual bonus allocations for the NEOs other than himself. Dr. Wang recommended bonus allocations for the management team, including the other NEOs, at levels consistent with the degree of overachievement under the fiscal year 2026 bonus plan. The Compensation Committee considered these recommendations, as well as historical allocations and the executives’ individual experience and contributions to the Company’s financial and operational results. The Compensation Committee made 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.
Non-GAAP Operating Profit
| Name | Fiscal Year 2026 Bonus Target (% of Base Salary) | Fiscal Year 2026 Bonus Target | Fiscal Year 2026 Bonus Awarded | Fiscal Year 2026 Bonus Award (% of 2026 Bonus Target) | | Fermi Wang | 100% | $575,000 | $846,000 | 147% | | John Young | 70% | $217,308 | $300,000 | 138% | | Leslie Kohn | 75% | $291,444 | $395,000 | 136% | | Chan Lee | 75% | $264,132 | $395,000 | 150% | | John Ju | 65% | $209,212 | $320,000 | 153% |
Equity Incentive Awards
Equity Incentive Awards Equity-based compensation is our primary long-term incentive compensation component. It is designed to support both retention and long-term performance. We believe that tying a significant portion of pay to long-term incentives encourages our executive officers to grow revenue and earnings, enhance shareholder value, and align the interests of our executives and shareholders. For fiscal year 2026, equity awards represented 84% of total direct target compensation (consisting of salary, target bonus opportunity and long-term equity awards) for our CEO and, on average, 80% of total direct target compensation for our other NEOs. Equity awards to our executives, including our NEOs, are typically granted in the first quarter of the fiscal year. Long-Term Incentive Design Since fiscal year 2020, our NEOs have received equity awards consisting of 50% PRSUs and 50% time-based vesting RSUs. We believe this mix balances our emphasis on linking executive compensation to long-term financial performance and shareholder value creation with our need to retain key talent in a highly competitive market. For fiscal year 2026, the Board, upon recommendation of the Compensation Committee, established a target equity award pool (including both time-based and performance-based restricted stock units) for our NEOs and certain other high-level employees. Individual grants were then allocated based upon several factors, including individual performance, retention needs, historical allocations and competitive market data. The individual annual RSU and PRSU grants for our NEOs for fiscal year 2026 were as follows:
Equity Incentive Awards
| Name | Time-based RSUs (#) | Grant Date Fair Value of Time-based RSUs ($) | PRSUs (at Target) (#) | Grant Date Fair Value of PRSUs (at Target) ($) | | Fermi Wang | 39,120 | 2,403,142 | 39,120 | 3,530,189 | | John Young | 12,388 | 760,995 | 12,388 | 1,117,893 | | Leslie Kohn | 19,560 | 1,201,571 | 19,560 | 1,765,094 | | Chan Lee | 18,256 | 1,121,466 | 18,256 | 1,647,421 | | John Ju | 12,388 | 760,995 | 12,388 | 1,117,893 |
Equity Incentive Awards
The number of PRSUs granted was determined using the same method as the time-based RSUs, by dividing the target dollar amount by a trailing average closing price on the grant date. Consistent with prior years, a 30-trading day trailing average was used to determine the average closing price on the grant date. For accounting purposes, the grant date fair value of the time-based RSUs was determined by multiplying the number of shares subject to the RSUs by the closing price of our ordinary shares on February 28, 2025 (the RSU grant date), which was $61.43. For accounting purposes, 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 for time-based RSUs, and that value is reflected above and in the Summary Compensation Table and the Grants of Plan-Based Awards Table below. Time-Based Restricted Stock Unit Design Detail One-half of our annual equity awards is granted as restricted stock units subject to time-based vesting. The annual RSUs granted to our NEOs vest in equal quarterly installments over the three years following grant, subject to the executive’s continued service through each vesting date. 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 NEOs’ compensation, we believe this structure focuses our management team on long-term value creation and further aligns executives’ interest with those of the shareholders. Since fiscal year 2023, the Company’s TSR has been measured against the TSR of an index of semiconductor companies in the Russell 2000 Index (the “TSR Peers”) to align with the Company’s size and scale. For the fiscal year 2026 PRSU awards, TSR is calculated using a 50-day average as of February 1, 2025 and January 31, 2028. If our TSR performance for the three-year period from February 1, 2025 through January 31, 2028 (the “Performance Period”) is at the 50th percentile of the TSR of the TSR Peers, 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 our TSR performance ranks at or above the 75th percentile of the TSR Peers over the Performance Period, then 200% of the target number of PRSUs will vest. If our TSR performance ranks at the 25th percentile or lower of the TSR Peers over the Performance Period, then 0% of the target number of PRSUs will vest. For relative TSR performance between these threshold and maximum points, the Compensation Committee will determine the percentage of the target number of PRSUs that will vest through linear interpolation.
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% |
Equity Incentive Awards
Consistent with fiscal years 2024 and 2025, the PRSUs also include a three-year cumulative revenue growth metric (the “Revenue CAGR”) in recognition of the 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 at or above the median TSR of the TSR Peers. The Revenue CAGR metric measures the Company’s compound annual revenue growth rate over the Performance Period. Achievement of the Revenue CAGR target will increase the number of PRSUs earned by up to 50% of the target amount. The percentage of the target amount of PRSUs earned pursuant to the Revenue CAGR metric is (a) 0% if the Company’s three-year Revenue CAGR is 10% or less; and (b) 50% if the Company’s three-year Revenue CAGR is 15% or higher. For performance between 10% and 15%, the percentage of target PRSUs earned is determined through linear interpolation.
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% |
Equity Incentive Awards
2023 PRSU Grant TSR Performance Certification In February 2026, the Compensation Committee certified the relative TSR performance for PRSUs granted in 2023 for the three-year period from February 1, 2023 through January 31, 2026. The Compensation Committee certified the Company’s TSR performance over this period at the 50th percentile of the peer group. As a result, 100% of the target number for PRSUs granted in 2023 was earned. No additional PRSUs were earned under the Revenue CAGR metric for these awards.
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. In 2025, we made some clarifications to specific non-economic terms of the severance and change of control agreements, other than for Dr. Wang and Mr. Kohn, to provide for more consistency across the NEOs with regard to the definition of a “good reason” is resignation. 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.”
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 directors, effective as of the close of market on the second trading day following the release of our quarterly earnings results.
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.
Summary Compensation Table for Fiscal Year 2026
Summary Compensation Table for Fiscal Year 2026 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 2026 fiscal year, which began February 1, 2025 and ended January 31, 2026. We refer to these executive officers in this Proxy Statement as our “named executive officers” (or “NEOs”).
Summary Compensation Table for Fiscal Year 2026
| 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, | 2026 | 575,000 | 5,933,330 | 846,000 | — | 7,354,330 | | Chairman of the Board of Directors, President and Chief Executive Officer | 2025 2024 | 504,900 561,000 | 6,353,359 5,050,710 | 619,007 196,350 | — — | 7,477,266 5,808,060 | | Leslie Kohn | 2026 | 388,592 | 2,966,665 | 395,000 | — | 3,750,257 | | Chief Technology Advisor and Former Chief Technology Officer and Director (4) | 2025 2024 | 356,748 375,524 | 3,375,667 2,683,476 | 340,025 98,575 | — 1,500 | 4,072,440 3,159,075 | | John Young | 2026 | 310,440 | 1,878,888 | 300,000 | — | 2,489,328 | | Chief Financial Officer(5) | 2025 | 300,000 | 3,973,269 | 260,362 | — | 4,533,631 | | Chan Lee | 2026 | 352,176 | 2,768,888 | 395,000 | — | 3,516,064 | | Chief Operating Officer | 2025 2024 | 323,316 340,332 | 3,148,944 2,521,994 | 306,880 89,337 | — — | 3,779,140 2,932,880 | | John Ju | 2026 | 321,865 | 1,878,888 | 320,000 | 3,000 | 2,523,753 | | Senior Vice President, Systems | 2025 2024 | 295,489 311,041 | 2,199,170 1,748,295 | 268,020 70,762 | 40,000 40,000 | 2,802,639 2,170,098 |
Summary Compensation Table for Fiscal Year 2026
| (1) The dollar amounts in this column include aggregate grant date fair values of the RSUs and PRSUs granted in fiscal year 2026, 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, 2026, as filed with the SEC on March 23, 2026. 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 2026” and “Outstanding Equity Awards at 2026 Fiscal Year End” and in “Compensation Discussion and Analysis.” |
Summary Compensation Table for Fiscal Year 2026
The table below sets forth the maximum grant date fair values of the PRSUs granted to Ambarella’s NEOs in fiscal year 2026 assuming all performance conditions are achieved at maximum levels and based upon the fair market value of the awards on the date of grant:
Summary Compensation Table for Fiscal Year 2026
| Name | Shares | PRSU Awards Per Share ($) | Maximum Aggregate Value ($) | | Fermi Wang | 97,800 | 61.43 | 6,007,854 | | Leslie Kohn | 48,900 | 61.43 | 3,003,927 | | John Young | 30,970 | 61.43 | 1,902,487 | | Chan Lee | 45,640 | 61.43 | 2,803,665 | | John Ju | 30,970 | 61.43 | 1,902,487 |
Summary Compensation Table for Fiscal Year 2026
| (2) Reflects performance-based bonuses paid to our executive officers for performance for the fiscal years ended January 31, 2026, 2025 and 2024, which were paid in fully-vested stock awards. |
Summary Compensation Table for Fiscal Year 2026
| (3) Reflects payments made under our patent incentive program to Mr. Kohn and Mr. Ju. For Mr. Ju, also reflects an allowance for housing in Taiwan near our Taiwan office in fiscal years 2024 and 2025. |
Summary Compensation Table for Fiscal Year 2026
| (4) Mr. Kohn voluntarily resigned from his roles as a member of the Board of Directors and an executive officer, effective November 24, 2025. He is currently serving as Chief Technology Advisor of the Company. |
Summary Compensation Table for Fiscal Year 2026
| (5) Mr. Young was appointed Chief Financial Officer, and an executive officer, effective February 1, 2024. |
Grants of Plan-Based Awards for Fiscal Year 2026
Grants of Plan-Based Awards for Fiscal Year 2026 The following table shows, for each of the NEOs, certain information concerning all plan-based awards made in fiscal year ended January 31, 2026. This information supplements the information about these awards set forth in the Summary Compensation Table.
Grants of Plan-Based Awards for Fiscal Year 2026
| | | 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 | 575,000 | 958,525 | | | | | | | | 2/28/2025 | | | | | | | 39,120 | 2,403,142 | | | 2/28/2025 | | | | 0 | 39,120 | 97,800 | | 3,530,142 | | Leslie Kohn | | 0 | 291,444 | 485,837 | | | | | | | | 2/28/2025 | | | | | | | 19,560 | 1,201,571 | | | 2/28/2025 | | | | 0 | 19,560 | 48,900 | | 1,765,094 | | John Young | | 0 | 217,308 | 362,252 | | | | | | | | 2/28/2025 | | | | | | | 12,388 | 760,995 | | | 2/28/2025 | | | | 0 | 12,388 | 30,970 | | 1,117,893 | | Chan Lee | | 0 | 264,132 | 440,308 | | | | | | | | 2/28/2025 | | | | | | | 18,256 | 1,121,466 | | | 2/28/2025 | | | | 0 | 18,256 | 45,640 | | 1,647,421 | | John Ju | | 0 | 209,212 | 348,756 | | | | | | | | 2/28/2025 | | | | | | | 12,388 | 760,995 | | | 2/28/2025 | | | | 0 | 12,388 | 30,970 | | 1,117,893 |
Grants of Plan-Based Awards for Fiscal Year 2026
| (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 “Compensation Discussion and Analysis.” The amounts listed in this table represent the threshold, target and maximum amounts that |
Grants of Plan-Based Awards for Fiscal Year 2026
| would have been earned under the fiscal year 2026 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 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 2026 is reflected in the “Summary Compensation Table” above and in the “Compensation Discussion and Analysis.” |
Grants of Plan-Based Awards for Fiscal Year 2026
| (2) The amounts shown represent shares potentially issuable pursuant to performance-based restricted stock units (or PRSUs) granted on February 28, 2025, 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, 2028, 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, 2028, as measured against the 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. |
Grants of Plan-Based Awards for Fiscal Year 2026
| (3) Represents restricted stock unit grants vesting quarterly over a period of three years, subject to continued service through the applicable vesting dates. |
Grants of Plan-Based Awards for Fiscal Year 2026
| (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. |
Option Exercises and Stock Vested During Fiscal Year 2026
Option Exercises and Stock Vested During Fiscal Year 2026 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 2026.
Option Exercises and Stock Vested During Fiscal Year 2026
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Fermi Wang | 36,530 | 2,385,601 | | Leslie Kohn | 19,099 | 1,246,378 | | John Young | 17,742 | 1,160,629 | | Chan Lee | 17,790 | 1,161,251 | | John Ju | 12,356 | 806,009 |
Option Exercises and Stock Vested During Fiscal Year 2026
| (1) The value realized on exercise is calculated as the difference between the market price of the shares underlying the options exercised on the date of exercise and the applicable exercise price of those options. |
Option Exercises and Stock Vested During Fiscal Year 2026
| (2) The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on each vesting date. |
Outstanding Equity Awards at Fiscal Year-End 2026
Outstanding Equity Awards at Fiscal Year-End 2026 The following table shows certain information regarding outstanding equity awards held by our NEOs at the end of fiscal year 2026.
Outstanding Equity Awards at Fiscal Year-End 2026
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | | | | | | | | | 2,300(3) | 147,292 | | | | | | | 27,598(4) | 1,767,376 | | | | | | | 19,138(5) | 1,225,598 | | | | | | | 45,929(6) | 2,941,293 | | | | | | | 29,340(7) | 1,878,934 | | | | | | | 39,120(8) | 2,505,245 | | Leslie Kohn | | | | | 1,222(3) | 78,257 | | | | | | | 14,663(4) | 939,019 | | | | | | | 10,168(5) | 651,159 | | | | | | | 24,403(6) | 1,562,768 | | | | | | | 14,670(7) | 939,467 | | | | | | | 19,560(8) | 1,252,622 | | John Young | 25,000 | | $55.80 | 3/27/2027 | | | | | | | | | 297(3) | 19,020 | | | | | | | 3,556(4) | 227,726 | | | | | | | 15,000(9) | 960,600 | | | | | | | 7,019(5) | 449,497 | | | | | | | 16,845(6) | 1,078,754 | | | | | | | 9,291(7) | 594,996 | | | | | | | 12,388(8) | 793,328 | | Chan Lee | | | | | 1,140(3) | 73,006 | | | | | | | 13,678(4) | 875,939 | | | | | | | 9,485(5) | 607,419 | | | | | | | 22,764(6) | 1,457,807 | | | | | | | 13,692(7) | 876,836 | | | | | | | 18,256(8) | 1,169,114 | | John Ju | | | | | | | | | | | | | 797(3) | 51,040 | | | | | | | 9,553(4) | 611,774 | | | | | | | 6,625(5) | 424,265 | | | | | | | 15,898(6) | 1,018,108 | | | | | | | 9,291(7) | 594,996 | | | | | | | 12,388(8) | 793,328 |
Outstanding Equity Awards at Fiscal Year-End 2026
| (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. |
Outstanding Equity Awards at Fiscal Year-End 2026
| (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 30, 2026 (because January 31st was a Saturday), which was $64.04, and the number of shares subject to the applicable restricted stock unit award. |
Outstanding Equity Awards at Fiscal Year-End 2026
| (3) Shares subject to the restricted stock unit award vesting over a three-year period commencing on March 15, 2023, with 1/12 of the shares vesting on a quarterly basis. |
Outstanding Equity Awards at Fiscal Year-End 2026
| (4) 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 decreased by up to 100%, increased by up to 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. |
Outstanding Equity Awards at Fiscal Year-End 2026
| (5) Shares subject to the restricted stock unit award vesting over a three-year period commencing on March 15, 2024, with 1/12 of the shares vesting on a quarterly basis. |
Outstanding Equity Awards at Fiscal Year-End 2026
| (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, 2027, subject to continued service requirements. The number of shares eligible to vest on March 15, 2027 may be decreased by up to 100%, increased by up to 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. |
Outstanding Equity Awards at Fiscal Year-End 2026
| (7) Shares subject to the restricted stock unit award vesting over a three-year period commencing on March 15, 2025, with 1/12 of the shares vesting on a quarterly basis. |
Outstanding Equity Awards at Fiscal Year-End 2026
| (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, 2028, subject to continued service requirements. The number of shares eligible to vest on March 15, 2028 may be decreased by up to 100%, increased by up to 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, 2028. |
Outstanding Equity Awards at Fiscal Year-End 2026
| (9) Shares subject to the restricted stock unit award vesting over a four-year period commencing on December 15, 2023, with 1/16 of the shares vesting on a quarterly basis. |
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.
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.
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. In 2025, we made some clarifications to certain non-economic terms of the severance and change of control agreements, other than for Dr. Wang and Mr. Kohn, to clarify the reasons for which an NEO may resign for “good reason” to provide consistency across the 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:
Potential Payments upon Termination or Change in Control
| • | the payment of accrued salary and vacation; |
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; |
Potential Payments upon Termination or Change in Control
| • | payment of a prorated portion of the executive officer’s annual target bonus; |
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 |
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. |
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:
Potential Payments upon Termination or Change in Control
| • | the payment of accrued salary and vacation; |
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); |
Potential Payments upon Termination or Change in Control
| • | payment of a prorated portion of the executive officer’s annual target bonus; |
Potential Payments upon Termination or Change in Control
| • | 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 |
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. |
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, and reflecting any updates made in May 2025, “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 Dr. Wang and Mr. Kohn, a material reduction (of 10% or more) by us of the executive officer’s base salary or annual target bonus in effect immediately prior to such reduction and, with respect to Dr. Wang and Mr. Kohn, a reduction by us of his base salary or annual target bonus (other than reductions in connection with similar percentage reductions imposed on all executive-level employees); (ii) a material reduction (with respect to Dr. Wang and Mr. Kohn, a reduction) by us of the executive officer’s health or welfare benefits in effect immediately prior to such reduction (with respect to Dr. Wang and Mr. Kohn, 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 material failure and, with respect to Dr. Wang and Mr. Kohn, a 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 or a material diminution for Dr. Wang and Mr. Kohn in their 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
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 (“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 2026 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, 2026, or in the event that a qualifying termination of employment in connection with a change of control of our Company occurred on January 31, 2026, 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.
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 | $575,000 | $575,000 | | Cash Severance Attributable to Bonus | 575,000 | 575,000 | | Acceleration of RSUs and PRSUs(1) | 4,367,443 | 10,465,737 | | Continued Health Benefits(2) | 29,078 | 29,078 | | Total | $5,546,521 | $11,644,815 | | Leslie Kohn | | | | Cash Severance Attributable to Salary | $388,592 | $388,592 | | Cash Severance Attributable to Bonus | 291,444 | 291,444 | | Acceleration of RSUs and PRSUs(1) | 2,268,190 | 5,423,291 | | Continued Health Benefits(2) | 29,078 | 29,078 | | Total | $2,977,304 | $6,132,405 |
Potential Payments upon Termination or Change in Control
| | Termination Without Cause (No change of control) ($) | Termination Without Cause (Within three months before or twelve months after change of control) ($) | | John Young | | | | Cash Severance Attributable to Salary | $310,440 | $310,440 | | Cash Severance Attributable to Bonus | 217,308 | 217,308 | | Acceleration of RSUs and PRSUs(1) | 1,085,350 | 4,123,920 | | Continued Health Benefits(2) | 41,103 | 41,103 | | Total | $1,654,201 | $4,692,771 | | Chan Lee | | | | Cash Severance Attributable to Salary | $176,088 | $352,176 | | Cash Severance Attributable to Bonus | 264,132 | 264,132 | | Acceleration of RSUs and PRSUs(1) | 1,094,636 | 2,530,060 | | Continued Health Benefits(2) | 18,050 | 36,100 | | Total | $1,552,906 | $3,182,468 | | John Ju | | | | Cash Severance Attributable to Salary | $160,933 | $321,865 | | Cash Severance Attributable to Bonus | 209,212 | 209,212 | | Acceleration of RSUs and PRSUs(1) | 756,814 | 1,746,755 | | Continued Health Benefits(2) | 14,539 | 29,078 | | Total | $1,141,498 | $2,306,910 |
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, 2026, which was $64.04. The value of accelerated PRSUs assumes a payout at a level of 100% of target. |
Potential Payments upon Termination or Change in Control
| (2) 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, 2026) for the period available to the executive. |
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, 2026, the end of our fiscal year 2026, we had a total of 959 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 2026, the principal executive officer of Ambarella was our CEO, Dr. Feng-Ming (Fermi) Wang. For fiscal year 2026, the annual total compensation for Dr. Wang was $7,354,330, as disclosed under the Summary Compensation Table above, and the annual total compensation for our median employee was $109,872, calculated using the same methodology as applied for Dr. Wang in the Summary Compensation Table above, resulting in an estimated pay ratio of 67:1. Identification of Median Employee We selected January 31, 2026, the last day of our fiscal year 2026, as the date on which to determine our median employee. For purposes of identifying the median employee for fiscal year 2026, 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, 2026:
PAY RATIO DISCLOSURE
| • | an estimate of the annual base salary or wages for fiscal year 2026; |
PAY RATIO DISCLOSURE
| • | bonuses or other cash incentives paid for fiscal year 2026; and |
PAY RATIO DISCLOSURE
| • | the grant date fair value of equity awards granted in fiscal year 2026. |
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, 2026. 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.
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.
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based On: 1/29/2021 | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(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) | | 2026 | 7,354,330 | 3,601,765 | 3,069,851 | 1,238,613 | 67.87 | 277.04 | (75.9) | 390.7 | | 2025 | 7,477,266 | 12,086,018 | 3,796,963 | 5,813,059 | 81.31 | 173.73 | (117.1) | 284.9 | | 2024 | 5,808,060 | (778,845) | 2,781,316 | (358,615) | 55.70 | 147.59 | (169.4) | 226.5 | | 2023 | 5,904,850 | (5,223,250) | 3,702,220 | (483,113) | 95.21 | 101.21 | (65.4) | 337.6 | | 2022 | 6,205,867 | 21,197,673 | 2,592,611 | 9,835,394 | 148.53 | 120.65 | (26.4) | 331.9 |
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 2026,” above. |
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. |
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.
PAY VERSUS PERFORMANCE
| Fiscal Year | Summary Compensation Table Total for PEO($) | Exclusion of Stock Awards for PEO($) | Inclusion of Equity Values for PEO($) | Equals Compensation Actually Paid to PEO($) | | 2026 | 7,354,330 | (5,933,330) | 2,180,765 | 3,601,765 | | 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 |
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:
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 ($) | Total- Inclusion of Equity Values for PEO ($) | | 2026 | 4,840,318 | (863,887) | (2,464,944) | 669,278 | — | 2,180,765 | | 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 |
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 2026” above and the Summary Compensation Tables for fiscal years 2025 - 2022 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 2026, Les Kohn, John Young, Chan Lee, and John Ju; (ii) for fiscal year 2025, Les Kohn, John Young, Chan Lee, and John Ju; (iii) for fiscal year 2024, Les Kohn, Brian White, Chan Lee, and John Ju; (iv) for fiscal year 2023, Les Kohn, Brian White, Chan Lee, John Ju, and John Young; and (v) for fiscal year 2022, Les Kohn, Casey Eichler, Chan Lee, John Ju, and John Young. |
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. |
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.
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 ($) | Equals Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2026 | 3,069,851 | (2,373,332) | 542,094 | 1,238,613 | | 2025 | 3,796,963 | (3,174,263) | 5,190,359 | 5,813,059 | | 2024 | 2,781,316 | (2,359,584) | (780,347) | (358,615) | | 2023 | 3,702,220 | (3,324,397) | (860,936) | (483,113) | | 2022 | 2,592,611 | (1,956,274) | 9,199,057 | 9,835,394 |
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:
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 ($) | Average Total- Inclusion of Equity Values for Non-PEO NEOs ($) | | 2026 | 1,936,127 | (1,002,882) | (658,866) | 267,715 | — | 542,094 | | 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 |
PAY VERSUS PERFORMANCE
| (5) Total shareholder return is calculated by assuming that a $100 investment was made on the last trading day prior to February 1, 2021, the beginning of the earliest fiscal year reported in this table, and reinvesting all dividends until the last day of each reported fiscal year. |
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 February 1, 2021, the beginning of the earliest fiscal year reported in this table, and reinvesting all dividends until the last day of each reported fiscal year. |
PAY VERSUS PERFORMANCE
| (7) The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements. |
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 2026 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 2026 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. |
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 2026 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):
PAY VERSUS PERFORMANCE
| Most Important Financial Performance Measures | | Revenue | | Non-GAAP operating profit before bonus accruals | | Total Shareholder Return relative to semiconductor companies in the Russell 2000 Index |