D. Jeffrey Richardson

About D. Jeffrey Richardson

Independent director of Ambarella since March 2014; currently Lead Independent Director (since June 2024). Former EVP & Chief Operating Officer at LSI Corporation (2005–2014) and senior executive at Intel; holds a B.S. in Electrical Engineering from the University of Colorado Boulder . Age 60 as listed in the continuing directors slate . Core credentials include deep semiconductor operating experience (COO at LSI), senior roles at Intel, and current public company board service in the semiconductor ecosystem .

Past Roles

External Roles

Board Governance

• Lead Independent Director: Appointed June 2024; responsibilities include presiding over executive sessions, agenda oversight, shareholder availability, and strategy/risk/succession oversight liaison roles .
• Independence: Board determined Richardson is independent under Nasdaq rules .
• Attendance: The Board held 5 meetings in FY2025; each director attended at least 75% of the aggregate Board and committee meetings on which they served .
• Committee assignments (FY2025):
  • Compensation Committee: Member (committee met 5 times) .
  • Nominating & Corporate Governance Committee: Chair (committee met 4 times) .
  • Audit Committee: Previously a member until June 2024 (Audit Committee met 6 times) .

Governance process notes:

• Compensation Committee uses independent consultant Semler Brossy; committee reported no conflicts of interest .
• Annual board/committee evaluations overseen by Nominating & Governance; Lead Independent Director conducts follow-ups as needed .
• Shareholder engagement in FY2025 included meetings (led by Lead Independent Director) with holders representing >23% of outstanding shares .

Fixed Compensation (Director)

Program and individual FY2025 cash fees:

• Standard non-employee director annual retainer: $45,000 .
• Lead Independent Director retainer: $20,000 (increased from $15,000 in FY2024) .
• Committee retainers: Audit $10,000 member / $20,000 chair; Compensation $7,500 / $15,000; Nominating & Governance $5,000 / $10,000 .

Performance Compensation (Director)

• Equity structure: Annual RSU grant; no performance metrics for director equity; vesting quarterly over 12 months .
• FY2025 director grant: On Aug 29, 2024, each non-employee director received 3,374 RSUs; grant-date fair value ≈$200,011; vesting quarterly starting Sep 15, 2024, subject to continued service .
• Change-in-control treatment (directors): If awards are not assumed/substituted, accelerate in full at 100% of target; if assumed and service ends other than voluntary resignation, immediate full vesting at 100% of target .

Other Directorships & Interlocks

No related-party transactions involving Richardson were disclosed; AMBA maintains a formal related-party policy overseen by the Audit Committee .

Expertise & Qualifications

• Semiconductor operating leadership: EVP/COO LSI (2005–2014) .
• Large-cap tech experience: Senior leadership positions at Intel .
• Public board governance: Director at Lattice Semiconductor and Kulicke & Soffa .
• Governance leadership at AMBA: Lead Independent Director; Chair of Nominating & Governance; member of Compensation Committee .
• Education: B.S., Electrical Engineering, University of Colorado Boulder .

Equity Ownership

Additional alignment policies:

• Director stock ownership guideline: 5x annual cash retainer ($225,000) within 5 years; as of Jan 31, 2025, all directors met the guideline .
• Anti-hedging/anti-pledging: Company prohibits hedging or pledging by directors and NEOs; Insider Trading Policy governs trading and compliance .

Director Compensation (Detail)

Program notes: Non-employee director pay has been stable since FY2023; only change was increasing the Lead Independent Director retainer to $20,000 in FY2025 .

Compensation Committee Analysis (Context)

• Membership in FY2025 included Richardson (member); other members: Anne De Greef‑Safft, Hsiao‑Wuen Hon, Chenming C. Hu (Chair) .
• Independent consultant: Semler Brossy; committee reported no conflicts .
• Committee remit includes executive and director compensation, goal-setting, plan administration .

Say‑on‑Pay & Shareholder Feedback (Context)

• Shareholder engagement in FY2025 involved top holders (>23% of outstanding shares) and included topics on executive comp, board refreshment, and governance; Lead Independent Director participated .
• Say‑on‑Pay approval: ~89% (2023) and ~88% (2024) support; structure largely maintained into FY2025 .

Governance Assessment

Positive signals

• Strong independent leadership: Lead Independent Director role with defined responsibilities; Richardson also chairs Nominating & Governance and sits on Compensation, concentrating governance oversight under an experienced semiconductor operator .
• Alignment mechanisms: Robust stock ownership guidelines met by all directors; director equity is time‑based RSUs; anti‑hedging/anti‑pledging policy in place .
• Shareholder engagement: Direct outreach led by Lead Independent Director to significant holders; active feedback loop .

Watch items / potential risks

• Interlocks and workload: Concurrent service on two external public boards and a shared external board (Lattice) with another AMBA director may raise perception risks around information flow and overboarding for some investors; no related‑party transactions disclosed .
• Committee concentration: Lead Independent Director plus committee chairship centralize governance influence; mitigated by majority‑independent board and formal evaluation/engagement processes .

Change-in-control treatment

• Director equity accelerates at 100% target if not assumed; if assumed and post‑transaction involuntary separation occurs, immediate vesting at 100% target—standard market terms, but investors should note single‑trigger acceleration if awards are not assumed .