Chenming C. Hu
AMBARELLAAbout Chenming C. Hu
Independent director (age 77) serving on Ambarella’s Board since November 2011. Ph.D. electrical engineer, long-time UC Berkeley professor (TSMC Distinguished Chair Professor Emeritus since 2010) and former Chief Technology Officer of TSMC (2001–2004). Credited with deep microelectronics expertise and board experience across multiple technology companies. Currently a Class I director nominee for election through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, Berkeley | Professor, Electrical Engineering & Computer Sciences; TSMC Distinguished Chair Professor Emeritus | 1976–present; Emeritus since 2010 | Academic leadership; technology trends expertise |
| TSMC | Chief Technology Officer | 2001–2004 | Led semiconductor technology strategy |
| Celestry Design Technologies | Founding Chairman | Pre-2002 (acquired by Cadence in 2002) | Founded and exited to Cadence |
| Inphi Corporation | Director | 2010–2021 | Board service until acquisition by Marvell Technology, Inc. |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| ACM Research, Inc. | Director | Current | Semiconductor equipment producer; current public company board |
Board Governance
- Independence: Board determined Dr. Hu is independent under Nasdaq rules .
- Committee assignments (FY2025): Audit Committee member; Compensation Committee Chair; not on Nominating & Corporate Governance .
- Committee meeting cadence (FY2025): Audit 6; Compensation 5; Nominating & Corporate Governance 4 .
- Attendance: Board met five times in FY2025; each director attended at least 75% of aggregate Board and committee meetings; independent directors hold regular executive sessions; Lead Independent Director (D. Jeffrey Richardson) presides .
- Board evaluation: Annual process with outside counsel facilitation; results reviewed by Lead Independent Director and Nominating & Corporate Governance Committee .
Fixed Compensation
| Component | FY2025 Amount/Structure | Notes |
|---|---|---|
| Board annual cash retainer | $45,000 | Paid quarterly; prorated for partial year |
| Lead Independent Director retainer | $20,000 | Increased from $15,000 in FY2024 |
| Audit Committee retainer | Member: $10,000; Chair: $20,000 | Annual |
| Compensation Committee retainer | Member: $7,500; Chair: $15,000 | Annual |
| Nominating & Corporate Governance retainer | Member: $5,000; Chair: $10,000 | Annual |
| Director (FY2025) | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| Chenming C. Hu | 65,313 | Reflects Board and committee service in FY2025 |
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant-date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU (annual director grant) | Aug 29, 2024 | 3,374 | 200,011 | Vests quarterly over 12 months from Sept 15, 2024, subject to continued service |
| Outstanding Director RSUs (as of Jan 31, 2025) | Shares |
|---|---|
| Chenming C. Hu | 2,531 |
- Equity grant policy: Grants effective at close of market on the second trading day after quarterly earnings release; company does not time awards around MNPI; typically does not grant stock options to directors .
- Plan limits: Director compensation (cash+equity) capped at $500,000 per fiscal year; $1,000,000 in first year of service for new directors; value measured at grant-date fair value under GAAP .
- Change-in-control treatment (2021 Plan): If awards are not assumed/substituted, full acceleration and performance goals deemed achieved at 100% for performance awards; if assumed and director terminated other than voluntary at acquirer’s request, immediate full vesting on director awards .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| ACM Research, Inc. | Semi equipment | Director | No related-party transactions disclosed with Ambarella; Audit Committee oversees related-party matters |
Expertise & Qualifications
- Microelectronics and semiconductor leadership (TSMC CTO; academic semiconductor research) .
- Public company board experience (ACM Research; prior Inphi) .
- Education: B.S. National Taiwan University; M.S. and Ph.D. UC Berkeley, Electrical Engineering .
- Recognitions: U.S. National Academy of Engineering, Chinese Academy of Sciences, Taiwan’s Academia Sinica .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Chenming C. Hu | 25,331 | <1% | Beneficial ownership includes RSUs/Options vesting within 60 days per SEC rules |
- Stock ownership guidelines: Non-employee directors must maintain holdings equal to 5x annual cash retainer ($225,000) within five years of becoming a director; as of Jan 31, 2025, all directors satisfied guidelines .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging company stock under insider trading policy .
Insider Trades
| Date | Filing | Description |
|---|---|---|
| Sep 4, 2025 | Form 4 | Statement of changes in beneficial ownership filed for Chenming C. Hu (details via EDGAR) |
| Jun 16, 2022 | Form 4 | RSU-related filing; each RSU represents a contingent right to receive one ordinary share |
Governance Assessment
- Board effectiveness: Dr. Hu chairs the Compensation Committee, which met five times in FY2025 and engages an independent consultant (Semler Brossy) with no conflicts disclosed; committee retains full authority and does not delegate to advisers .
- Independence and engagement: Independent director with dual committee roles; Audit Committee membership supports financial oversight; attendance threshold met (≥75%) .
- Shareholder confidence signals: Strong say-on-pay support (~89% in 2023; ~88% in 2024), suggesting alignment of compensation practices with investor expectations . Compensation Clawback and Recovery Policies adopted and updated to comply with SEC/Nasdaq rules .
- Ownership alignment: Meets director ownership guideline; annual RSU grants vest over 12 months, promoting short-to-medium term alignment; no hedging/pledging allowed .
- Related-party oversight: Audit Committee oversees related-party transactions; the “Certain Relationships” section disclosed standard indemnification agreements and a strict related-party approval policy; no specific related-party transactions beyond indemnification were described for the period .
- RED FLAGS: None observed in disclosures regarding attendance, independence, hedging/pledging, option repricings, or related-party transactions. Note that equity acceleration for directors upon non-assumption in a change-in-control is shareholder-sensitive; however, this is a common market practice and disclosed (monitor in event of M&A) .