Chi-Hong (John) Ju
AMBARELLAAbout Chi-Hong (John) Ju
Chi-Hong (John) Ju, age 65, is Senior Vice President, Systems at Ambarella (AMBA), a founding team member who has led software and systems since 2004; he became SVP, Systems in Sep 2021 after serving as VP, Software from Feb 2004 to Sep 2021 . He holds a B.S. in Electrical Engineering from National Taiwan University and an M.S. in Electrical and Computer Engineering from Princeton University . Company performance context during FY2025 (ended Jan 31, 2025): revenue grew 26% to $284.9M, while Ambarella’s one-year TSR proxy metric showed $100 invested grew to $129.73 versus $280.26 for the peer group; GAAP net income was -$117.1M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ambarella | SVP, Systems | Sep 2021–Present | Leads systems execution across edge AI products and platforms . |
| Ambarella | VP, Software | Feb 2004–Sep 2021 | Built and scaled Ambarella’s software stack from inception, enabling productization across multiple markets . |
| Afara Websystems | Management-level roles | Pre-2004 | Contributed to throughput-oriented microprocessor technology later acquired by Sun Microsystems . |
| C-Cube Microsystems | Management-level roles | Pre-2004 | Led video technology software initiatives at a pioneering digital video processor firm . |
| Sarnoff Research Lab | Management-level roles | Pre-2004 | Worked on early video technology R&D underpinning later system deployments . |
External Roles
None disclosed (no current public company boards or outside directorships identified in AMBA filings) .
Fixed Compensation
| Metric (USD) | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary | $311,041 | $295,489 (5% reduction YoY) |
| Target Bonus % of Salary | 65% | 65% |
| Actual Bonus Paid | $70,762 (35% of salary; pool 56% of target) | $268,020 (91% of salary; pool 126% of target) |
| Perquisites | $40,000 housing allowance (Taiwan) | $40,000 housing allowance (Taiwan) |
Notes: Annual bonuses are paid in fully-vested stock awards .
Performance Compensation
Annual Incentive Plan (FY2025 design and results)
| Metric | Weight | Target | Actual | Payout Factor (% of target) |
|---|---|---|---|---|
| Revenue | 33.3% | $250.0M | $284.9M | 147% |
| Non-GAAP Operating Profit (pre-bonus) | 33.3% | -$33.0M | -$9.68M | 150% |
| Strategic Objectives | 33.3% | 5.0 points | 5.5 points | 79% |
| Total Pool Funding | 100% | — | — | 126% for executives |
Individual outcome: Ju’s FY2025 bonus awarded was $268,020 (91% of salary) versus a 65% target, reflecting the 126% pool and individual allocation .
Long-Term Incentives (structure and grants)
- Equity mix: 50% time-based RSUs vesting quarterly over 3 years; 50% PRSUs with a 3-year performance period .
- PRSU metrics: relative TSR vs semiconductor companies in Russell 2000 (0–200% payout), plus an incremental 0–50% kicker from 3-year revenue CAGR if TSR is positive and at/above median; vest on Mar 15, 2027, subject to continued service .
- Historical performance realization: PRSUs granted in 2022 paid 0% after TSR underperformance vs peers for the Feb 1, 2022–Jan 31, 2025 period, demonstrating downside alignment .
| Award Year | Instrument | Shares (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| 2025 | RSU (time-based) | 15,898 | $887,903 |
| 2025 | PRSU (target) | 15,898 | $1,311,267 (Monte Carlo) |
| 2024 | RSU (time-based) | 9,553 | $791,371 |
| 2024 | PRSU (target) | 9,553 | $956,924 (Monte Carlo) |
Equity Ownership & Alignment
- Beneficial ownership: 151,854 shares; less than 1% of outstanding shares .
- Shares expected to vest within 60 days of Mar 1, 2025: 2,897 shares .
- Ownership guidelines: 3x base salary for NEOs; all NEOs and directors met guidelines as of Jan 31, 2025 .
- Hedging/pledging: prohibited for directors and NEOs under insider trading policy (no pledging—key alignment positive) .
Outstanding equity and vesting schedules (as of FY2025 year-end)
| Category | Unvested Shares | Vesting/Notes |
|---|---|---|
| RSU (granted 2022) | 776 | Vests quarterly over 3 years from Mar 15, 2022 . |
| PRSU (target; granted 2023) | 9,308 | Performance tranche scheduled Mar 15, 2026; payout 0–250% of target (TSR + revenue CAGR framework across FY2024/25/26 awards) . |
| RSU (granted 2023) | 3,981 | Vests quarterly over 3 years from Mar 15, 2023 . |
| RSU (granted 2024) | 9,553 | Vests quarterly over 3 years from Mar 15, 2024 . |
| PRSU (target; granted 2025) | 15,898 | Performance tranche scheduled Mar 15, 2027; TSR vs Russell 2000 semis and Revenue CAGR overlay . |
Activity in FY2025: Exercised 8,900 options; 10,775 shares acquired on RSU vesting (option exercise value realized: $146,049; vesting value realized: $630,975) .
Company equity philosophy: “We typically do not grant stock options” as part of standard programs—shift toward RSUs/PRSUs lowers compensation risk and links realized pay to TSR/outcomes .
Employment Terms
- Employment: At will; founding team member with AMBA service since 2004, SVP Systems since Sep 2021 .
- Change-in-control and severance (John Ju):
- Non-CoC termination without cause (>3 months before or >12 months after CoC): lump sum cash equal to 50% of base salary, prorated target bonus, 6 months’ vesting acceleration for options/RSUs (PRSUs treated per PRSU award terms), and up to 6 months of COBRA .
- CoC window (within 3 months before or 12 months after CoC) and qualifying termination: lump sum cash equal to 100% of base salary, prorated target bonus, 50% vesting acceleration for options/RSUs (PRSUs treated per PRSU award terms), and up to 12 months of COBRA .
- PRSU treatment in CoC: TSR is measured at transaction using merger consideration; any eligible portion vests on a quarterly schedule to the first March 15 following measurement; revenue CAGR measurement is annualized depending on quarter of CoC; additional acceleration applies if terminated without cause/for good reason pre- or post-CoC per award and agreement terms .
- “Cause” and “Good Reason” definitions follow standard constructs (willful failure, fraud, illegal conduct; or material pay/benefit reductions, relocations >30 miles, material duty diminutions with notice/cure) .
- Indicative payout values (assumes $76.72 share price at Jan 31, 2025 and PRSUs at 100% target):
- Non-CoC termination: total $1,183,259 (salary severance $147,745; prorated bonus $192,068; equity accel $829,420; COBRA $14,026) .
- CoC window termination: total $2,488,846 (salary severance $295,489; prorated bonus $192,068; equity accel $1,973,238; COBRA $28,051) .
Clawback: Expanded compensation recovery policy adopted Nov 2023 to comply with SEC/Nasdaq—recoupment of incentive comp (bonus/PRSUs) in case of restatement within the lookback period .
Investment Implications
- Pay-for-performance alignment appears robust: 2022 PRSUs paid 0% after TSR underperformance, reducing realized pay; future PRSUs hinge on relative TSR and three-year Revenue CAGR, aligning with shareholder outcomes .
- Retention risk mitigated: meaningful unvested RSUs/PRSUs through 2027, with additional partial acceleration under severance/CoC scenarios; vesting cadence (quarterly RSUs; March 15 PRSUs) can create periodic activity but also anchors tenure .
- Equity ownership and governance are investor-friendly: no hedging/pledging; 3x salary ownership guideline met; beneficial ownership <1% (typical for non-CEO NEOs), but multi-year equity exposure aligns incentives .
- Downside protection and change-in-control terms are moderate: 0.5x salary outside CoC, 1.0x in CoC, with partial equity acceleration—reasonable severance economics for a senior operator without excessive golden parachute features; no tax gross-up for Ju (gross-ups limited to two founders) .
- Strategic execution: FY2025 revenue growth of 26% and strong adoption of new AI SoCs support incentive outcomes; however, TSR lagged peer group in the proxy’s “pay vs performance” context, a headwind for PRSU realization if underperformance persists .
Appendix: Additional Context
- Company business highlights FY2025: 26% revenue growth to $284.9M; continued AI SoC mix shift and N1-655 generative AI edge launch .
- Say-on-pay support: ~89% (2023) and ~88% (2024) shareholder approval, indicating broad investor support for the program structure .