Elizabeth M. Schwarting
AMBARELLAAbout Elizabeth M. Schwarting
Independent director (Class II) at Ambarella since June 2020; age 62. She is a former senior automotive electronics executive (Delphi/Aptiv) and runs DBS Ventures, an automotive technology consulting practice. Education: B.S. in Language Arts, University of Nebraska. Her tenure brings deep ADAS/automated driving, safety electronics, and commercial leadership experience; she also serves on Lattice Semiconductor’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delphi (now Aptiv) | VP, Electronic Controls business unit (ADAS/Safety, Body & Security, Power Electronics) | 2009–2015 | Executive Committee; led global ADAS and safety electronics P&L |
| Delphi (prior roles) | VP Safety Systems; Global Director, Sales & Marketing; GM Global Customer Director (GM) | 1999–2009 | Commercial leadership, OEM relationship management |
| Eastman Kodak (Consumer Imaging) | GM & VP, Strategic Accounts | Pre-1999 | Strategic accounts, commercial execution |
| DBS Ventures, LLC | Principal (automotive tech and ADAS/AV consulting) | Oct 2015–present | Market/regulatory/BD advisory focus |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Lattice Semiconductor (NASDAQ: LSCC) | Director | Not disclosed | Current LSCC director |
Board Governance
- Independence: The board determined Schwarting is independent under Nasdaq rules .
- Class/Term: Class II; term ends at 2026 annual meeting .
- Committee assignments (FY2025): Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Meeting cadence/attendance: Board met 5x in FY2025; each director attended at least 75% of combined board/committee meetings; Audit (6), Compensation (5), Nominating & Governance (4) meetings held .
- Lead independent director framework in place (Richardson as LID since June 2024) with defined responsibilities and shareholder access .
Fixed Compensation (Director)
| Component | FY2025 Amount/Terms | Evidence |
|---|---|---|
| Board cash retainer | $45,000 (paid quarterly) [program-wide] | |
| Committee retainers | Audit member $10,000; Nominating & Governance member $5,000 [program-wide] | |
| Cash actually paid (FY2025) | $60,000 (Schwarting) |
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU | Aug 29, 2024 | 3,374 RSUs; $200,011 grant-date FV | Quarterly over 12 months beginning Sep 15, 2024, subject to service | Standard non-employee director award; FY2025 program unchanged since FY2017 |
Change-in-control treatment (non-employee directors): If awards are not assumed/substituted, full acceleration at 100% of target; if assumed and the director is terminated other than voluntary, immediate full vesting (double-trigger) .
Stock ownership guideline: 5x annual cash retainer ($225,000) within 5 years; as of Jan 31, 2025 all non-employee directors met the guideline .
Other Directorships & Interlocks
| Counterparty | Nature | Governance Signal |
|---|---|---|
| Lattice Semiconductor (LSCC) | Schwarting and AMBA director D. Jeffrey Richardson both serve on LSCC’s board (interlock) | Network/industry connectivity; board affirms independence; monitor for perceived influence if LSCC becomes a material partner/customer/supplier |
Expertise & Qualifications
- Automotive ADAS/safety electronics P&L leadership; global operations; OEM/commercial depth .
- Board-level governance and semiconductor industry exposure via LSCC .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 6,215 AMBA shares (under 1%) |
| Outstanding unvested RSUs (as of Jan 31, 2025) | 2,531 RSUs remaining from Aug 29, 2024 award |
| Ownership guideline status | Company discloses all non-employee directors met guideline as of Jan 31, 2025 |
| Hedging/pledging | Directors prohibited from hedging or pledging company stock |
Insider Trades (disclosed examples)
| Date | Type | Shares/Price | Post-Trade Holdings | Source |
|---|---|---|---|---|
| Oct 6, 2025 | Sale | 2,664 shares at $85.25–$85.38 (WAP) | 7,314 shares directly owned | |
| Aug 29, 2024 | RSU grant (annual director award) | 3,374 RSUs; $200,011 FV (programmatic) | N/A | |
| Aug 29–30, 2024 | Form 4 filing reference (grant reporting) | Filing posted Aug 30, 2024 | N/A |
Governance Assessment
-
Positives
- Independent director with strong ADAS/safety and commercial background aligned to AMBA’s automotive and edge AI strategy .
- Active on Audit and Nominating & Governance; Audit meets 6x/year; all directors ≥75% attendance in FY2025 .
- Director equity aligns incentives; robust stock ownership guideline met; anti-hedging/pledging policy in place .
- No related-party transactions disclosed involving Schwarting; Audit Committee oversees RPTs under formal policy .
-
Watch items
- Interlock with fellow AMBA director (Richardson) on LSCC board—normal in semis but monitor for perceived influence should LSCC become a material AMBA counterparty .
- Standard director equity acceleration on change of control (single-trigger if not assumed) is common but can be viewed as shareholder-unfriendly; mitigated by double-trigger when assumed .
-
Shareholder feedback context
- Say-on-pay support remained high (approx. 88% in 2024; 89% in 2023), indicating broad approval of compensation governance .
Appendix: Board and Committee Snapshot (FY2025)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Audit | Breithaupt; Hu; Paisley; Schwarting | Paisley | 6 |
| Compensation | De Greef-Safft; Hon; Hu; Richardson | Hu | 5 |
| Nominating & Corporate Governance | De Greef-Safft; Paisley; Richardson; Schwarting | Richardson | 4 |