AMBARELLA INC (AMBA)
Sector: Information Technology
2026 Annual Meeting Analysis
AMBARELLA INC · Meeting: June 26, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Bryant joined the board in February 2026, which is within the 24-month new-director exemption window, so he is exempt from the TSR performance trigger; he brings deep semiconductor industry experience from Analog Devices and Intel, and no overboarding, attendance, independence, or familial-relationship concerns are present.
Richardson has served since March 2014 and the 3-year TSR trigger does not fire — AMBA's 3-year return of +22.7% is only 4.2 percentage points below the peer-group median, well within the 65-percentage-point threshold applicable to strong-positive absolute returns; no overboarding, attendance, or independence concerns are present.
Schwarting has served since June 2020 and the same TSR analysis that clears Richardson applies equally to her — the 4.2-percentage-point gap versus the peer median is far below the 65-percentage-point trigger threshold; her automotive and semiconductor board experience is directly relevant, and no other policy concerns are identified.
All three Class II nominees pass the TSR trigger analysis (AMBA's 3-year return of +22.7% vs. peer median of +26.9% produces only a 4.2pp gap, well below the 65pp threshold for strong-positive absolute TSR), and none triggers any other policy flag for overboarding, attendance, independence, qualifications, or familial relationships.
Say on Pay
✓ FORCEO
Feng Ming Fermi Wang
Total Comp
$7,477,266
Prior Support
93%%
The most recent Say on Pay vote received 93% support (2025 annual meeting), well above the 70% threshold that would require a response, and the compensation structure was maintained consistent with that strong mandate. Pay mix is heavily weighted toward variable compensation — approximately 84% of the CEO's total direct target pay consists of stock awards (split evenly between time-based restricted stock awards and performance stock awards tied to 3-year relative total shareholder return and revenue growth), which satisfies the policy's requirement that at least 50-60% of senior executive pay be performance-linked. The company achieved record revenue of $390.7 million (37% growth), exceeding its bonus targets across all three metrics, and the 2023 performance stock awards certified at the 50th percentile payout, demonstrating that the incentive plan's performance conditions are meaningful and not a rubber stamp; no pay-level, pay-mix, clawback, or dilution flags are triggered.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
19 yrs
Audit Fees
$1,565,000
Non-Audit Fees
$131,500
Non-audit fees (tax fees of $129,500 plus other fees of $2,000, totaling $131,500) represent approximately 8.4% of audit fees of $1,565,000, well below the 50% threshold that would trigger a concern; PwC's tenure of approximately 19 years (auditing since fiscal year 2007) is below the 25-year threshold; and no material restatements or auditor-adequacy concerns are present for this $3.6B-market-cap company using a Big 4 firm.
Overall Assessment
This is a straightforward annual meeting ballot with no major governance concerns — all three Class II director nominees clear the TSR trigger comfortably, PricewaterhouseCoopers passes the auditor independence tests with non-audit fees at only 8.4% of audit fees and tenure below the 25-year threshold, and the Say on Pay program earns a FOR on the strength of a heavily performance-weighted pay structure, 93% prior-year shareholder support, and demonstrated alignment between executive payouts and the company's record revenue growth in fiscal year 2026. The equity plan amendment (Proposal 4) is outside the scope of this policy and is not evaluated.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing