Independent
Tenure on this board
0.3 yrs
3 nominees · 4 ballot items.
Four proposals: (1) election of three Class II directors (Gregory M. Bryant, D. Jeffrey Richardson, Elizabeth M. Schwarting); (2) ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2027; (3) advisory (non-binding) approval of executive compensation (“say-on-pay”); and (4) approval of an amendment and restatement of the Ambarella, Inc. 2021 Equity Incentive Plan (share increase).
Elect the Board’s three nominees for Class II director—Gregory M. Bryant, D. Jeffrey Richardson, and Elizabeth M. Schwarting—to hold office until the 2029 Annual Meeting.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Ambarella’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
A non-binding, advisory vote to approve the compensation of Ambarella’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative disclosures.
This management proposal requests an advisory (non-binding) shareholder vote to approve the company’s named executive officer compensation as disclosed in the proxy materials. Management seeks this vote under the Dodd-Frank framework to obtain shareholder feedback on pay practices and to reaffirm alignment between executive pay and Ambarella’s strategy of transitioning into edge and physical AI markets. The Compensation Committee emphasizes that a substantial portion of NEO pay is equity-based—50% performance-based PRSUs and 50% time-based RSUs for several years—with PRSUs linked to relative TSR versus an index of semiconductor peers and a three-year revenue CAGR modifier, and that annual bonuses are tied to revenue, operating profit, and strategic objectives. The Board notes consistent, strong prior say-on-pay support (approximately 89%–93% in recent years) and presents this vote as an opportunity for continued shareholder engagement; the vote is advisory and will not legally bind the Board but will inform future compensation decisions. Management argues the program promotes retention in a competitive market, aligns pay with long-term shareholder value, incorporates clawback and stock ownership guidelines, and retains independent consultant oversight and performance certification processes. The Board recommends FOR because it believes the mix of pay-for-performance elements, governance safeguards, and demonstrated business results (fiscal 2026 revenue growth and performance-certified PRSU outcomes) justify shareholder approval. Risks cited are limited and addressed by program features such as multi-year vesting, performance metrics, and compensation risk assessment by the Compensation Committee; shareholders should weigh the advisory nature of the vote, the detailed disclosure of pay components, and the historical voting record when evaluating the proposal.
Approve an amendment and restatement of the 2021 Equity Incentive Plan to increase the maximum number of ordinary shares available for issuance under the plan (a requested Share Increase of 2,750,000 shares).
This management proposal asks shareholders to approve an amendment and restatement of Ambarella’s 2021 Equity Incentive Plan to add 2,750,000 ordinary shares to the plan’s available pool. Management frames the request as critical to attracting and retaining specialized AI, software, and VLSI talent needed to execute Ambarella’s product roadmap as the company scales in edge AI markets; equity is presented as a central component of compensation (84% of CEO target direct compensation in 2026 and ~80% for other NEOs) and broadly used across the workforce. The filing provides specific governance and dilution metrics: as of April 1, 2026 there were only 412,628 shares available under the plan, the company’s overhang is reported at 8.13%, and the three-year average gross burn rate is approximately 3.07%—figures management uses to argue the increase is modest and responsibly sized relative to peer practice. The board also explains alternative risks if the proposal fails (insufficient shares to grant competitive equity awards, potential need for higher cash compensation which could impact R&D and go-to-market investment). Management commits to disciplined administration of equity (historical declines in burn rate and overhang, performance-based awards, caps on director compensation, and clawback and ownership policies) to limit shareholder dilution. The Board unanimously recommends FOR because the additional share reserve is intended to fund grants over an anticipated two-year horizon, maintain competitive recruiting and retention, and preserve alignment of employee incentives with long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 11.7% | 5,141,684 | $364M |
| 2 | STATE STREET CORP | 3.9% | 1,702,493 | $121M |
| 3 | FULLER THALER ASSET MANAGEMENT, INC. | 3.9% | 1,696,184 | $120M |
| 4 | BlackRock, Inc. | 3.7% | 1,636,117 | $116M |
| 5 | Jericho Capital Asset Management L.P. | 3.6% | 1,587,081 | $112M |
| 6 | BlackRock, Inc. | 3.1% | 1,352,407 | $96M |
| 7 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.4% | 1,061,145 | $75M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 889,772 | $63M |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.9% | 826,764 | $59M |
| 10 | Slate Path Capital LP | 1.9% | 814,400 | $58M |
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