Christopher B. Paisley
AMBARELLAAbout Christopher B. Paisley
Christopher B. Paisley (age 72) has served as an independent director of Ambarella since August 2012. He is the Dean’s Executive Professor of Accounting at Santa Clara University (since January 2001), and is recognized as an Audit Committee financial expert with extensive experience in finance, accounting, and financial reporting, including more than 20 years of outside board service and audit chair roles. He holds a B.A. in business economics from UC Santa Barbara and an M.B.A. from UCLA Anderson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fitbit, Inc. | Director | Jan 2015 – May 2020 | Outside board experience; audit chair experience across companies |
| Fortinet, Inc. | Director | Feb 2004 – Jun 2021 | Outside board experience; audit chair experience across companies |
| Enterprise 4.0 Technology Acquisition Corp. (SPAC) | Director | Oct 2021 – Mar 2023 | Outside board experience; audit chair experience across companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equinix, Inc. | Director | Current | Global digital infrastructure company |
| Fastly, Inc. | Director | Current | Cloud computing/services provider |
| Santa Clara University (Leavey School of Business) | Dean’s Executive Professor of Accounting | Since Jan 2001 | Academic role; finance/accounting expertise |
Board Governance
- Independence: The Board determined Paisley is independent under Nasdaq rules; no material or disqualifying relationships noted .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Financial expert: The Board designated Paisley an “Audit Committee financial expert” (SEC definition) .
- Attendance: The Board held five meetings in FY2025; each director attended at least 75% of meetings of the Board and respective committees during tenure. Seven directors attended the 2024 annual meeting .
- Lead Independent Director: Role held by D. Jeffrey Richardson since June 2024; Paisley is not LID .
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 6 | Oversight of auditors, financial reporting, controls, related-party transactions |
| Nominating & Corporate Governance | Member | 4 | Board/committee evaluations, director nominations, cyber & sustainability oversight |
Fixed Compensation
| Component (FY2025) | Amount | Basis | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $45,000 | Standard non-employee director retainer | |
| Audit Committee chair retainer (cash) | $20,000 | Chair fee | |
| Governance Committee member retainer (cash) | $5,000 | Member fee | |
| Total cash fees paid (Paisley) | $70,000 | Reported for FY2025 | |
| Meeting fees | None disclosed | Program does not specify meeting fees |
Program design notes:
- Lead Independent Director retainer increased to $20,000 (not applicable to Paisley) .
- Director compensation program unchanged since FY2023 except LID retainer tweak .
Performance Compensation
| Equity Component (FY2025) | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU award (annual director grant) | Aug 29, 2024 | 3,374 | $200,011 | Quarterly over 12 months from Sep 15, 2024, subject to service |
- Directors receive time-based RSUs; no performance-conditioned director equity is disclosed. Equity plus cash compensation capped at $500,000 per fiscal year under the 2021 Plan (limit is $1,000,000 in a new director’s initial fiscal year) .
- Change-in-control: If awards are not assumed/substituted, director awards accelerate in full; performance awards (if any) would be deemed at 100% of target under plan terms .
Other Directorships & Interlocks
| Company | Relationship to AMBA | Potential Interlock/Conflict |
|---|---|---|
| Equinix, Inc. | Current outside directorship | No AMBA-disclosed related-party transactions with Equinix; none reported above $120,000 |
| Fastly, Inc. | Current outside directorship | No AMBA-disclosed related-party transactions with Fastly; none reported above $120,000 |
- Related-party transactions: AMBA’s policy requires Audit Committee approval for related-party transactions >$120,000; no such transactions involving directors were disclosed for FY2025 .
- Hedging/pledging: Prohibited for directors under AMBA’s Insider Trading Policy .
Expertise & Qualifications
- Finance/accounting: Audit Committee financial expert; extensive CFO and finance roles; accounting professor .
- Governance: Over 20 years of outside board service, including serving as Audit Committee chairman across multiple public companies .
- Education: B.A. in business economics (UCSB); M.B.A. (UCLA Anderson) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Christopher B. Paisley | 39,094 | <1% | Includes 844 RSUs expected to vest within 60 days of Mar 1, 2025 |
| Outstanding RSUs (as of Jan 31, 2025) | 2,531 | — | Reported outstanding director RSUs |
Ownership alignment:
- Stock ownership guidelines: Non-employee directors must hold ≥5× annual cash retainer ($225,000) within 5 years; as of Jan 31, 2025, all non-employee and employee directors met guidelines .
- Hedging/pledging: Prohibited, reinforcing alignment .
Governance Assessment
- Strengths: Independent status; Audit Committee chair with SEC-designated financial expertise; robust anti-hedging/anti-pledging policy; compliance with director ownership guidelines; solid committee workload coverage; no related-party transactions reported; transparent director pay structure consistent since FY2023 .
- Engagement & attendance: Board met five times; each director ≥75% attendance; Board holds independent executive sessions; Audit/Nominating committees met 6 and 4 times respectively .
- Compensation alignment: Cash fees match role (audit chair + governance member) and equity is time-based RSUs, aligning with long-term share ownership; total director equity/cash within plan limits .
- RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, no attendance shortfalls reported, no option repricing or unusual director pay practices noted .
Contextual shareholder signal: Company say-on-pay support was ~89% (2023) and ~88% (2024), indicating generally favorable investor views on compensation governance (executive program context) .