Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Fiscal Year 2022 Annual Bonus Plan
On February 26, 2021, the Board of Directors (the "Board") of Ambarella, Inc.
(the "Company") approved, upon recommendation of the Compensation Committee of
the Board of Directors (the "Compensation Committee"), a Fiscal Year 2022 Annual
Bonus Plan (the "FY2022 Bonus Plan"). The Company's executive team members,
including named executive officers Feng-Ming Wang, Kevin (Casey) Eichler, Les
Kohn, Christopher Day and Yun-Lung (Michael) Chen (collectively, the "NEOs"),
are eligible to participate in the FY2022 Bonus Plan. The FY2022 Bonus Plan
establishes an aggregate target bonus pool that is approximately 22% larger than
the target bonus pool under the fiscal year 2021 bonus plan. The actual
aggregate amount of the bonus pool under the FY2022 Bonus Plan will be
determined by the Compensation Committee or the Board of Directors following
completion of the fiscal year 2022 based upon the Company's fiscal year 2022
performance against revenue, operating profit, and certain non-financial
operational objectives established by the Board of Directors. The performance
weightings for the executive management team are 1/3 for the revenue metric, 1/3
for the operating profit metric and 1/3 for the non-financial operational
objectives. On-target performance is intended to result in an aggregate bonus
pool payout at target levels. Above target performance is intended to result in
aggregate bonus pool payouts above target levels, with a maximum payout equal to
150% of the annual targeted bonus pool payout, absent approval otherwise by the
Board of Directors. Failure to exceed threshold performance levels will result
in no funding of the bonus pool, while performance between threshold and target
levels will result in bonus pool funding by liner interpolation. The
Compensation Committee and the Board of Directors have discretion to
individually apportion from such bonus pool and pay bonuses, if any, to
individual executives that are based on achievement of corporate goals and
individual objectives. Any bonus plan payouts will be made no later than two and
one-half months following the end of the Company's fiscal year 2022, and
generally are subject to continued employment through the payment date. The
Compensation Committee and the Board of Directors have discretion to reduce,
eliminate or increase the size of the bonus pool and the individual bonuses.
Fiscal Year 2021 Annual Bonus Plan Payout
On February 26, 2021, the Company's Board approved, upon recommendation of the
Compensation Committee, payouts to the Company's executive management team,
including NEOs, under the Company's Fiscal Year 2021 Annual Bonus Plan (the
"FY2021 Bonus Plan"). Funding of the FY2021 Bonus Plan pool was based upon the
Company's fiscal year 2021 performance against revenue, operating profit, and
certain non-financial operational objectives established by the Board of
Directors. The relative performance weightings of these metrics was 1/3 for the
revenue metric, 1/3 for the operating profit metric and 1/3 for the
non-financial operational objectives. The Company's fiscal year 2021 performance
exceeded the target levels for the operating profit and non-financial
operational objectives metrics, but was slightly lower than the revenue target,
which would have resulted in a funding of the executive bonus pool at a level of
129% of target. However, based upon recommendation from the Compensation
Committee, following input from the executive management team, a portion of the
executive bonus pool was transferred to a bonus pool allocated to the Company's
non-executive employees. As a result of this reallocation from executives to
non-executive employees, the executive bonus pool was funded at a level of
113.6% of target. The NEOs were awarded the following bonus awards: Fermi Wang -
$500,000; Leslie Kohn - $250,000; Casey Eichler - $188,000; Michael Chen -
$92,880; and Christopher Day - $90,000. The bonus awards will be paid out to the
NEOs in March 2021 in the form of fully-vested stock awards, subject to their
continued employment through the grant date.
Fiscal Year 2022 Annual Base Salary Increases
On February 26, 2021, the Company's Board approved increases to the annual base
salaries of our NEOs for fiscal year 2022, effective as of February 1, 2021.
Dr. Wang's annual salary was increased to $550,000, an increase of 45% over
fiscal year 2021. The annual salaries of our other NEOs were increased 3.3%,
consistent with the increase for the Company's general employee population.
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