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Chantelle Breithaupt

Director at AMBARELLAAMBARELLA
Board

About Chantelle Breithaupt

Chantelle Breithaupt, age 52, was appointed as an independent director of Ambarella (AMBA) on February 25, 2025, and is standing for her first shareholder election as a Class I director at the 2025 Annual Meeting; she serves on the Audit Committee and has been designated an Audit Committee financial expert . She is currently Senior Vice President and Chief Financial Officer of Arista Networks (ANET) (since February 2024), previously CFO of Aspen Technology (March 2021–December 2023), and earlier held senior finance roles at Cisco and General Electric; she holds an Honors Business Administration (HBA) degree from Wilfrid Laurier University (Canada) .

Past Roles

OrganizationRoleTenureNotes/Impact
Aspen TechnologySVP & Chief Financial OfficerMar 2021–Dec 2023Oversaw accounting/financial reporting; public company CFO experience
Cisco SystemsSVP, Finance; VP Finance (Americas; Customer Experience/Services); Senior Director – Operational FinanceApr 2014–Mar 2021 (various roles, most recent SVP Jan–Mar 2021)Multiple leadership roles, large-scale finance operations
General ElectricExecutive global finance roles~15 yearsProgressive finance leadership across global operations

External Roles

OrganizationRoleStart DateStatus
Arista Networks (NYSE: ANET)SVP & Chief Financial OfficerFeb 2024 (joined Jan 2024)Current
Aspen Technology (NASDAQ: AZPN)SVP & Chief Financial OfficerMar 2021Former (through Dec 2023)

Board Governance

ItemDetails
Board class & tenureClass I director; appointed Feb 25, 2025; up for election in 2025; term would run to 2028 if elected
IndependenceBoard determined she is independent under SEC and Nasdaq rules
CommitteesAudit Committee member (not chair); current Audit Committee members: Breithaupt, Hu, Paisley (Chair), Schwarting
Financial expert designationBoard determined Ms. Breithaupt (and Mr. Paisley) qualify as “Audit Committee financial experts” under SEC rules
Committee activityFY2025 meetings: Audit 6; Compensation 5; Governance & Nominating 4
Nomination & searchIdentified by third-party search firm; recommended by Nominating & Corporate Governance Committee
Related party transactionsNone reportable under Item 404(a) for Ms. Breithaupt
IndemnificationWill sign Ambarella’s standard indemnification agreement

Fixed Compensation

ComponentAmount/ValueVesting & TermsDatesSource
Initial RSU grant$150,000Vests in three equal quarterly tranchesMar 15, Jun 15, Sep 15, 2025
Initial RSU units recognized (Form 3)2,442 RSUs (underlying shares)1/3rd vest on each date above; 100% by Sep 15, 2025As above
Standard director compensationStandard non-employee director compensation per Ambarella’s programNot quantified in 2025 8-K; program disclosed in 2024 proxyReference to 2024 program
Change-in-control treatment (plan terms)If awards not assumed/substituted, full acceleration; if assumed and director terminated (other than voluntary at acquirer’s request), full accelerationApplies to non-employee director equity under the planPlan-level provision

Performance Compensation

Performance MetricTarget/DefinitionApplies to Director Pay?Notes
None disclosedAmbarella’s non-employee director awards are time-based RSUs; no performance metrics tied to director compensation disclosedNoRSU vesting is time-based; no TSR/financial metrics noted for directors

Other Directorships & Interlocks

CompanyRoleCommittee RolesNotes
None disclosedMs. Breithaupt’s biography lists executive roles (Arista CFO; AspenTech CFO); no other public-company board memberships are cited in Ambarella’s proxy bio

Expertise & Qualifications

  • Deep financial leadership across public technology companies and industrials; CFO experience and SEC-reporting acumen .
  • Audit Committee financial expert designation supports board oversight of financial reporting, controls, and auditor matters .
  • Technology market familiarity (Cisco; AspenTech; Arista), relevant to Ambarella’s sector .
  • Education: Honors Business Administration (HBA), Wilfrid Laurier University (Canada) .

Equity Ownership

ClassAmountOwnership FormVesting StatusVest DatesNotes
Ordinary shares subject to RSUs2,442DirectTime-based RSUsMar 15, Jun 15, Sep 15, 2025Initial Form 3; 1/3 on each date, fully vested by Sep 15, 2025
Stock ownership guidelines5x annual cash retainer within five years for non-employee directorsPolicyPolicy documented in Ambarella proxies (2018; reaffirmed 2022)
Pledging/hedgingNot disclosed for Ms. BreithauptNo pledging noted in available filings

Insider Trades

DateFormSecurityAmount/DetailNotes
Mar 4, 2025Form 3 (Initial Statement)Ordinary shares subject to RSUs2,442RSU award vesting 1/3 on Mar 15, Jun 15, Sep 15, 2025

Governance Assessment

  • Strengths: Independent director with recent public-company CFO experience; Audit Committee financial expert designation enhances board effectiveness on audit/controls; no related-party transactions flagged; standard director equity aligns incentives over near-term vesting .
  • Compensation/Alignment: Initial RSU grant ($150,000) with quarterly vesting aligns with typical retainer-plus-RSU structures; Ambarella’s plan provides clear change-in-control treatment, limiting entrenchment risk .
  • Engagement capacity: Concurrent role as CFO of Arista Networks represents a significant time commitment; the 2025 proxy reports robust Audit Committee activity (six meetings), and Ms. Breithaupt is positioned to contribute given her financial expertise . No individual meeting attendance rates are disclosed due to her late-FY appointment .
  • RED FLAGS: None identified in filings—no Item 404(a) related-party transactions, no indications of hedging/pledging, and compensation is standard for non-employee directors .

Overall, Breithaupt’s profile signals strong financial oversight capabilities and independence, with equity-based director pay providing reasonable alignment; monitoring time-commitment across her CFO role and AMBA board service remains prudent given the demands of both posts .