Chan W. Lee
AMBARELLAAbout Chan W. Lee
Ambarella co‑founder; Chief Operating Officer since September 2021; age 57 as of March 31, 2025; previously Vice President, VLSI since February 2004; prior management roles at Afara Websystems and Intel; B.S. and M.S. in Electrical Engineering from Cornell University . Company performance under the current leadership framework: FY2025 revenue was $284.9 million (+26% YoY), with better‑than‑plan revenue and operating profit used for bonus funding; however, the company’s PRSUs granted in 2022 paid out at 0% after a three‑year relative TSR of approximately −57.7% versus the Russell 2000 semiconductor peer median, demonstrating pay-for-performance rigor . Ambarella prohibits hedging/pledging by executives and maintains stock ownership guidelines (NEOs: 3x salary), with all NEOs meeting requirements as of January 31, 2025, reinforcing alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ambarella | Chief Operating Officer | Sep 2021–present | Oversees operations during transition to edge AI SoCs across automotive/AIoT; supports revenue growth and operational execution . |
| Ambarella | Vice President, VLSI | Feb 2004–Sep 2021 | Led VLSI during scale‑up from video processors to AI CV SoCs, a foundation for current product portfolio . |
| Afara Websystems (acquired by Sun Microsystems in 2002) | Management roles | Not disclosed | Throughput‑oriented microprocessor experience applicable to Ambarella’s low‑power compute focus . |
| Intel | Management roles | Not disclosed | Large‑scale semiconductor operating rigor and process disciplines . |
External Roles
- No outside public company directorships or external roles disclosed for Mr. Lee in the proxy .
Fixed Compensation
| Fiscal Year | Base Salary ($) |
|---|---|
| FY2024 | 340,332 |
| FY2025 | 323,316 (−5% vs FY2024 as part of expense control) |
Notes:
- FY2025 base salaries for NEOs (ex‑CFO) were reduced 5–10% to control expenses .
Performance Compensation
Annual Cash Bonus – FY2025 Plan Design and Outcomes
- Metrics and weights: Revenue (33.3%), Non‑GAAP operating profit before bonus (33.3%), Strategic objectives (33.3%) .
- Company results and funding: 126% aggregate payout factor for executives, driven by revenue $284.9M (147% of target portion), operating profit −$9.68M (150% of target portion), and strategic objectives 5.5/5.0 points (79% of target portion) .
- Individual outcome (Chan W. Lee): Target 75% of base salary ($242,487), Awarded $306,880 (95% of base salary), paid as fully‑vested stock in March 2025 .
| Item | FY2025 Bonus Design | Actual FY2025 Result |
|---|---|---|
| Target (% of Base) | 75% | — |
| Target ($) | 242,487 | — |
| Payout Factor (Corporate) | 0–150% by metric; linear between points | 126% aggregate executives |
| Individual Bonus Award ($) | — | 306,880 (95% of base salary) |
| Payout Form/Timing | Cash‑equivalent, paid in fully‑vested stock | Paid March 2025 as vested stock |
Company‑level scorecard details:
| Metric (Weight) | Target | Actual | Payout Factor |
|---|---|---|---|
| Revenue (33.3%) | $250.0M | $284.9M | 147% |
| Non‑GAAP Op Profit (33.3%) | −$33.0M | −$9.68M | 150% |
| Strategic Objectives (33.3%) | 5.0 points | 5.5 points | 79% |
| Total | — | — | 126% |
Long‑Term Equity – Grants and Structure
Design
- Mix: 50% time‑based RSUs (quarterly vesting over 3 years) and 50% PRSUs with a 3‑year performance period .
- PRSU metrics: 3‑yr relative TSR vs semiconductor companies in the Russell 2000 (0% at/below 25th percentile; 100% at 50th; 200% at 75th+), plus a Revenue CAGR overlay that can add up to +50% of target PRSUs if TSR is positive and at/above median (10%–15% CAGR linearly to +50%) .
- Rigor evidenced: 2022 PRSUs paid 0% after 3‑yr TSR ~−57.7%, ~35.6 points below peer median .
Chan W. Lee – Recent Annual Equity Awards
| Grant Year (Fiscal) | Time‑based RSUs (#) | RSU Grant Date FV ($) | PRSUs at Target (#) | PRSU Grant Date FV ($) | Key Vesting / Performance Terms |
|---|---|---|---|---|---|
| 2025 (granted Feb 29, 2024) | 22,764 | 1,271,369 | 22,764 | 1,877,575 | RSUs vest quarterly over 3 years; PRSUs vest Mar 15, 2027 subject to 3‑yr relative TSR (0–200%) + Rev CAGR overlay (up to +50%) . |
| 2024 (granted Mar 2, 2023) | 13,678 | 1,133,086 | 13,678 | 1,370,125 | RSUs vest quarterly over 3 years; PRSUs vest Mar 15, 2026 subject to TSR/CAGR design (period ending Jan 31, 2026) . |
Vesting/Realization Activity (FY2025)
- Shares vested in FY2025: 15,293 RSUs; value realized on vesting $895,625 (indicates quarterly flow of stock that can create periodic selling pressure) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 1, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Chan W. Lee | 90,182 (includes 4,115 RSUs expected to vest within 60 days) | <1% |
Outstanding Unvested Equity – Selected Awards (FY2025 year‑end)
| Award Type | Unvested Units (#) | Notes |
|---|---|---|
| RSUs (3/15/2022 start, 1/12 quarterly) | 1,078 | Time‑based schedule . |
| PRSUs (scheduled 3/15/2025 vest) | 12,928 | Performance period ended Jan 31, 2025; certified at 0% payout . |
| RSUs (3/15/2023 start, 1/12 quarterly) | 5,700 | Time‑based schedule . |
| PRSUs (scheduled 3/15/2026 vest) | 13,678 | Payout can be increased or decreased by up to 150% per footnote (TSR/CAGR) . |
| RSUs (3/15/2024 start, 1/12 quarterly) | 17,073 | Time‑based schedule . |
| PRSUs (scheduled 3/15/2027 vest) | 22,764 | 3‑yr TSR vs Russell 2000 semi + CAGR overlay . |
Alignment Policies and Signals
- Stock ownership guidelines: NEOs must hold 3x base salary; all NEOs met guidelines as of Jan 31, 2025 .
- Hedging/pledging: Prohibited for directors and NEOs (reduces misalignment/forced‑sale risk) .
- Clawback: Dodd‑Frank compliant recovery policy adopted Nov 2023 covering performance‑based pay for the prior three completed fiscal years upon certain restatements; legacy clawback since FY2017 .
Employment Terms
Severance (non‑CIC termination by company not for cause; more than 3 months before or 12 months after CIC)
- Cash: 50% of annual base salary for Mr. Lee; pro‑rata portion of annual target bonus .
- Equity: 6 months acceleration of vesting for options/RSUs (PRSUs governed by award terms) .
- Benefits: Company‑paid COBRA up to 6 months .
Change‑of‑Control (double‑trigger: qualifying termination within 3 months before or 12 months after CIC)
- Cash: 100% of annual base salary; pro‑rata portion of annual target bonus .
- Equity: If employed ≥12 months, immediate acceleration of 50% of outstanding options/RSUs (PRSUs governed by award terms) .
- Benefits: Company‑paid COBRA up to 12 months .
Other Contractual Notes
- Employment is at‑will; no broad perquisites; no tax gross‑ups for Mr. Lee (gross‑ups limited to legacy agreements with two founders) .
Compensation Structure Analysis
Year‑over‑year trends (Chan W. Lee)
- Base salary down 5% in FY2025 (expense control), while bonus and equity rose with stronger FY2025 performance and unchanged LTI target values; FY2025 bonus awarded at 95% of base vs FY2024’s $89,337 .
- LTI mix remained 50/50 PRSU/RSU, emphasizing at‑risk equity; 2022 PRSUs paid 0% on weak TSR, confirming performance sensitivity .
- Annual bonuses paid in fully‑vested stock may create near‑term supply; RSUs vest quarterly, implying ongoing vest‑related liquidity windows .
Multi‑year compensation snapshot
| Fiscal Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 340,332 | 2,521,994 | — | 2,862,326 |
| 2024 | 340,332 | 2,503,211 | 89,337 | 2,932,880 |
| 2025 | 323,316 | 3,148,944 | 306,880 | 3,779,140 |
Program governance and benchmarking
- Independent consultant (Semler Brossy) advises on design/peers; peer set includes SiTime, Synaptics, Lattice, Rambus, Semtech, Power Integrations, MaxLinear, MACOM, Universal Display, among others .
- Say‑on‑Pay approval robust: ~89% (2023) and ~88% (2024) support .
Investment Implications
- Alignment: High at‑risk mix (PRSUs/RSUs), ownership guidelines, and anti‑hedge/pledge reduce misalignment risk; 0% payout on 2022 PRSUs highlights rigor amid prior stock underperformance .
- Retention and execution: Quarterly RSU vesting and fully‑vested stock bonus create recurring liquidity events but also support retention; severance/CIC terms are moderate (0.5x base non‑CIC; 1.0x base CIC with partial equity acceleration), balancing retention and shareholder protections .
- Performance linkage: FY2025 payout driven by strong revenue growth (+26%) and improved operating profit versus plan; forward PRSUs hinge on three‑year relative TSR and revenue CAGR, creating upside only with sustained execution and stock performance versus semiconductor peers .