Christopher Day
AMBARELLAAbout Christopher Day
Christopher Day is Vice President, Marketing and Business Development at Ambarella, serving in this role since March 2010 (approx. 15 years), and is age 62 as of March 31, 2025 . He holds a B.S. in computer and microprocessor systems from Essex University (UK) and an MBA from Santa Clara University . Company performance context during his tenure: AMBA’s reported revenue was $222.9m (FY2021), $331.9m (FY2022), $337.6m (FY2023), $226.5m (FY2024), and $284.9m (FY2025); value of $100 invested at the start of the period in AMBA was $159.55 (FY2021), $236.98 (FY2022), $151.91 (FY2023), $88.87 (FY2024), and $129.73 (FY2025) versus peer TSR of $170.15, $209.94, $180.82, $238.05, $280.26 respectively . Executive pay structure ties short-term bonuses to revenue, non-GAAP operating profit, and strategic goals, and long-term equity to three-year relative TSR (and recently revenue CAGR), aligning incentives with growth and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Ambarella | VP, Marketing & Business Development | Mar 2010 – Present | Executive leading marketing and BD through shift to AI/CV SoCs |
| Maxim Integrated Products | Executive Director, Business Management | 2008 – Mar 2010 | Post-acquisition leadership after Maxim acquired Mobilygen |
| Mobilygen, Inc. | President & CEO | Mar 2007 – Oct 2008 | Led video compression company to sale to Maxim |
| NXP Semiconductors (formerly Philips Semiconductors) | General Manager, Media Processing | Feb 2002 – Feb 2007 | Ran media processing business |
| C-Cube Microsystems | Sr. Director of Marketing | Feb 1998 – May 2001 | Marketing leadership in digital video processors |
| AuraVision; Motorola; Hitachi | Sales and marketing roles | n/a | Earlier sales/marketing experience |
Fixed Compensation
Multi-year compensation (when Day was a Named Executive Officer):
| Fiscal Year (ended Jan 31) | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2019 | 257,250 | n/a | 0 | 918,860 | 3,000 | 1,179,110 |
| 2020 | 265,000 | n/a | 111,026 | 796,613 | 8,000 | 1,180,639 |
| 2021 | 273,000 | 88,400 (plan target) | 90,000 | 881,539 | 7,000 | 1,251,539 |
Notes:
- FY2021 base salaries for NEOs were increased 3% YoY; Day’s annual base salary was $273,000 . FY2021 executive bonus pool for NEOs funded at ~113.6% of target after adjustment; Day’s bonus award was $90,000 .
Performance Compensation
Annual Bonus Program (FY2021 structure and outcome)
| Metric | Weight | Target | Actual | Payout Factor (% of target) |
|---|---|---|---|---|
| Revenue | 33.3% | $229.4m | $223.6m | 93.6% |
| Operating Profit (non-GAAP, pre-bonus) | 33.3% | $5.18m | $11.72m | 143.6% |
| Strategic Goals (5 objectives) | 33.3% | 3.0 points | 4.0 points | 150% |
| Total funding | 100% | 129.1%; executives’ pool funded at ~113.6% after adjustment |
Day’s FY2021 individual bonus: $90,000 .
Long-term Equity Awards and Vesting Design
| Grant/FY | Instrument | Shares/Target | Vesting/Performance | Grant-date Fair Value ($) |
|---|---|---|---|---|
| 3/25/2020 (for FY2021) | Time-based RSUs | 8,055 | Quarterly over 3 years, service-based | 377,618 |
| 3/25/2020 (for FY2021) | PRSUs (target) | 8,055 | 3-year relative TSR vs SOX; 0% at -25 pts, 100% at median, 200% at +25 pts; vests after period with service condition | 503,921 |
Program evolution:
- Since FY2020, NEO equity split 50/50 RSUs and PRSUs; PRSUs tied to 3-year relative TSR (SOX for grants through 2022; Russell 2000 semiconductor index from FY2023 grants) .
- FY2025 PRSUs also include a three-year revenue CAGR kicker adding up to +50% of target if TSR is positive and at/above median; 0% for <10% CAGR, 50% at ≥15% CAGR (linear in-between) .
- FY2025 RSUs vest quarterly over 3 years; the PRSUs measure TSR over Feb 1, 2024–Jan 31, 2027 with vesting at March 15, 2027, subject to service .
- The compensation committee certified that PRSUs granted in 2022 paid out at 0% due to relative TSR underperformance over FY2023–FY2025, evidence of downside alignment in the model .
Realizations and Outstanding (FY2021 snapshot)
| Activity (FY2021) | Shares | Value ($) |
|---|---|---|
| Options exercised | 2,300 | 104,951 |
| RSUs vested | 12,347 | 715,111 |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | % of Total | Notable details |
|---|---|---|---|
| Mar 1, 2021 | 22,413 | <1% | Includes 14,297 RSUs expected to vest within 60 days |
Governance alignment:
- Anti-hedging and anti-pledging: All directors and executive officers are prohibited from hedging or pledging company stock under the insider trading policy .
- Stock ownership guidelines: CEO 5x salary; other NEOs 3x salary; until compliant, must retain at least 50% of net shares from vesting/exercises. As of Jan 31, 2025, all NEOs and non-employee directors met their requirements .
- Change-in-control PRSU treatment: If a CoC occurs before TSR is measured, TSR is measured using deal consideration, performance period is shortened, ineligible shares are forfeited, and eligible portions follow scheduled vesting; revenue CAGR goals have defined CoC measurement mechanics as well .
Implications for selling pressure:
- Time-based RSUs vest quarterly (ongoing release cadence) .
- Retention/holding requirements apply to NEOs via ownership guidelines (retain 50% of net shares until compliant) .
Employment Terms
Change-in-control and severance terms (as disclosed when Day was an NEO):
| Scenario (assumed as of Jan 31, 2021) | Cash Severance – Salary | Cash Severance – Bonus | Equity Acceleration | Health Benefits | Total ($) |
|---|---|---|---|---|---|
| Termination without cause (no CoC) | $136,500 [50% of salary] | $88,400 (prorated target) | $831,831 (RSUs/PRSUs) | $21,079 | 1,077,810 |
| Termination without cause within 3 months before or 12 months after CoC (or resign for good reason) | $273,000 [100% salary] | $88,400 (prorated target) | $1,608,696 (acceleration; 50% of options/RSUs; PRSUs as modified) | $42,159 | 2,012,255 |
Key provisions:
- At-will employment; double-trigger CoC acceleration (Day: 50% of options and RSUs under CoC termination; PRSUs follow award-specific CoC terms) .
- Non-CoC termination: 50% salary cash severance; six months equity vesting acceleration on options/RSUs; prorated bonus; six months COBRA .
- CoC termination: 100% salary cash severance; 50% options/RSUs acceleration; prorated bonus; 12 months COBRA .
- 280G treatment: Cutback vs full payment, whichever yields greater after-tax benefit for Day (no tax gross-up for Day) .
Investment Implications
- Pay-for-performance alignment: Day’s incentive mix tied to company revenue, profitability and strategic goals for cash, and to multi-year relative TSR (and revenue CAGR in recent designs) for equity; the 0% PRSU payout for the 2022 grant cohort underscores downside alignment when TSR underperforms peers .
- Retention risk: Equity vests over multi-year horizons (quarterly RSUs; 3-year PRSUs), with severance protection and partial acceleration supporting retention through transitions and potential CoC events .
- Selling pressure: Quarterly RSU vesting creates periodic supply, partly mitigated for NEOs by stock ownership/retention rules and anti-pledging/hedging policy; these governance features reduce misalignment and excessive liquidity-driven selling by senior leaders .
- Governance and shareholder sentiment: Say-on-pay support remained high (≈89% in 2023, ≈88% in 2024), indicating broad investor approval of compensation program design and its alignment with performance goals .
- Execution and value creation: Program incentives emphasize scaling CV/AI revenue and TSR vs semiconductor peers; FY2025 bonus pool funded above target on strong revenue and operating profit performance, while long-term TSR-based PRSUs can pay zero if underperforming, creating balanced incentives across cycles .