Feng-Ming (Fermi) Wang
AMBARELLAAbout Feng-Ming (Fermi) Wang
Feng‑Ming (Fermi) Wang, Ph.D., is Ambarella’s co‑founder and has served as Chairman of the Board, President, and Chief Executive Officer since January 2004. He holds a B.S. in Electrical Engineering from National Taiwan University and an M.S./Ph.D. in Electrical Engineering from Columbia University . As of March 31, 2025, he is 62 years old . Ambarella discloses pay‑versus‑performance and operating metrics showing revenue of $222.9M (FY2021), $331.9M (FY2022), $337.6M (FY2023), $226.5M (FY2024), and $284.9M (FY2025), with Total Shareholder Return (TSR) value of $100 evolving to $159.55 (FY2021), $236.98 (FY2022), $151.91 (FY2023), $88.87 (FY2024), and $129.73 (FY2025) . Equity is the dominant component of his pay (about 86% of FY2025 target total direct compensation), and roughly 93% of FY2025 CEO pay was “at‑risk,” reinforcing alignment with long‑term value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ambarella | Chairman, President & CEO; Co‑founder | 2004–present | Co‑founded and has led Ambarella’s evolution from video processors to edge‑AI CV SoCs . |
| Afara Websystems (acquired by Sun Microsystems) | CEO; Co‑founder | 2000–2002 | Built throughput‑oriented microprocessor tech; company acquired by Sun Microsystems . |
| C‑Cube Microsystems | Various roles; last VP & GM | 1991–2000 | Senior operating leadership in digital video semiconductors . |
External Roles
- The 2025 proxy biography does not disclose other current public company directorships for Dr. Wang in the last five years; he serves on Ambarella’s board as Chairman .
Fixed Compensation
- In FY2025, base salary was reduced 10% to $504,900 as part of cost control; no automatic salary escalators apply .
- CEO annual bonus target for FY2025 was set at 100% of base salary ($504,900 target), with $619,007 actually paid .
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 561,000 | 561,000 | 504,900 |
| Target Bonus ($) | — | — | 504,900 (100% of salary) |
| Actual Bonus Paid ($) | — | 196,350 | 619,007 |
| Director Fees (as employee director) | — | — | None paid to Wang (employee director) |
Performance Compensation
Annual Cash Incentive (design)
- Corporate plan uses revenue, operating profit before bonus, and strategic objectives; awards are funded/allocated with some discretion, and nothing is earned below threshold .
- FY2025 CEO actual payout was $619,007 vs. $504,900 target .
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Revenue; Operating Profit before bonus; Strategic Objectives | Not disclosed | Payout curve with threshold/target/maximum; CEO target $504,900 | $619,007 paid to CEO | Cash (annual) |
Long‑Term Equity (structure and 2025 grants)
- Since FY2020, CEO equity mix is 50% time‑based RSUs and 50% PRSUs; FY2025 equity counted for ~86% of CEO target total direct compensation .
- FY2025 PRSUs vest based on 3‑year relative TSR vs. Russell 2000 semiconductor peers (0% at ≤25th percentile; 100% at 50th; 200% at ≥75th), plus an additional +0% to +50% of target for 3‑year Revenue CAGR if TSR is positive and ≥ median .
| Award | Grant date | Shares (target) | Vesting schedule | Performance metrics | Grant date fair value ($) |
|---|---|---|---|---|---|
| Time‑based RSUs | 2/29/2024 | 45,929 | Quarterly over 3 years starting 3/15/2024 | N/A | 2,565,135 |
| PRSUs | 2/29/2024 | 45,929 | Cliff on 3/15/2027, subject to performance & service | 3‑yr relative TSR (0–200%); +0–50% for 3‑yr Revenue CAGR if TSR ≥ median and positive | 3,788,224 |
FY2023 PRSU grant (granted in 2022) certified at 0% due to relative TSR underperformance over 2/1/2022–1/31/2025 (~−57.7%, ~35.6 pts below peer median) .
Equity Ownership & Alignment
- Beneficial ownership: 765,411 shares (1.8% of outstanding) as of March 1, 2025; includes 50,000 options currently exercisable and 8,368 RSUs scheduled to vest within 60 days .
- Stock ownership guideline: CEO must hold 5x base salary; as of Jan 31, 2025, all NEOs and directors (including CEO) met their guideline; PRSUs do not count until service‑only condition .
- Hedging/pledging: prohibited for directors and NEOs under Insider Trading Policy .
- 2025 insider realizations: 36,000 options exercised ($550,371 value realized) and 31,113 RSUs vested ($1,822,084 value realized) .
| Item | Detail |
|---|---|
| Options outstanding (exercisable) | 50,000 at $41.36 expiring 3/06/2026 |
| Upcoming RSU vest cadence | Quarterly installments for 2022/2023/2024 RSU cohorts through 3/15/2025, 3/15/2026, and 3/15/2027, respectively |
| Ownership guideline (CEO) | 5x base salary; in compliance as of 1/31/2025 |
| Hedging/pledging | Not permitted for directors/NEOs |
Outstanding and Scheduled Vesting (as of FY2025 year‑end)
| Award cohort (footnote) | Unvested shares @1/31/25 | Market value ($76.72) | Vest timing |
|---|---|---|---|
| RSU (3) – 2022 grant | 2,241 | 171,930 | Quarterly over 3 years commencing 3/15/2022 |
| PRSU (4) – 2022 grant | 26,890 | 2,063,001 | Scheduled 3/15/2025; certified 0% earned |
| RSU (5) – 2023 grant | 11,500 | 882,280 | Quarterly over 3 years commencing 3/15/2023 |
| PRSU (6) – 2023 cycle | 27,598 | 2,117,319 | Up to 100% target on 3/15/2026; 0–250% incl. TSR and Revenue CAGR |
| RSU (7) – 2024 grant | 34,447 | 2,642,774 | Quarterly over 3 years commencing 3/15/2024 |
| PRSU (8) – 2024 cycle | 45,929 | 3,523,673 | Up to 100% target on 3/15/2027; 0–250% incl. TSR and Revenue CAGR |
Employment Terms
- At‑will employment; no employment agreement beyond standard severance/change‑in‑control (CiC) arrangements .
- Double‑trigger CiC: if terminated without cause or resigns for good reason within three months before or 12 months after a CiC, CEO receives 100% of base salary in cash, prorated target bonus, and 100% acceleration of options/RSUs (if ≥12 months employed); PRSUs follow award‑specific rules and may be eligible for acceleration under the CiC/severance agreement .
- Excise tax gross‑up: legacy provision applies to Dr. Wang (and another founder); other NEOs get “best‑net” cutback instead .
| Scenario (assumed on 1/31/2025) | Cash severance – salary ($) | Cash severance – bonus ($) | Equity acceleration value ($) | Health benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause (no CiC) | 504,900 | 504,900 | 4,620,257 | 40,133 | 5,670,190 |
| Termination w/o cause (three months before or 12 months after CiC) | 504,900 | 504,900 | 11,400,976 | 40,133 | 12,450,909 |
Performance & Track Record
- Business focus: transitioned from legacy consumer cameras to edge‑inference AI CV SoCs (CVflow), targeting auto safety/autonomy, enterprise/public/smart home sensing, access control, mobile robotics, and industrial automation .
- Pay‑versus‑performance multi‑year outcomes:
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| CEO “Compensation Actually Paid” ($) | 14,765,032 | 21,197,673 | (5,223,250) | (778,845) | 12,086,018 |
| TSR – value of $100 (AMBA) | 159.55 | 236.98 | 151.91 | 88.87 | 129.73 |
| Revenue ($M) | 222.9 | 331.9 | 337.6 | 226.5 | 284.9 |
| Net Income ($M) | (59.8) | (26.4) | (65.4) | (169.4) | (117.1) |
PRSU discipline: FY2023 PRSUs (granted 2022) paid 0% following 3‑year relative TSR underperformance through 1/31/2025 .
Board Governance (Board service, roles, independence)
- Dr. Wang is a Class I director standing for re‑election in 2025; he is not independent due to employment (CEO/Chairman) .
- Board combines CEO/Chair roles; a Lead Independent Director (D. Jeffrey Richardson) has served since June 2024 to balance governance (exec sessions, agenda oversight, shareholder engagement) .
- Board/committee meetings: five board meetings in FY2025; each director attended ≥75% of meetings; non‑management directors meet in regular executive sessions .
- Committee roles: Dr. Wang is not listed as serving on audit, compensation, or nominating committees; he chairs the board as an executive director .
- Director pay: employee directors (including Dr. Wang) receive no additional director compensation .
Compensation Committee Analysis
- Committee: De Greef‑Safft, Hon, Hu, Richardson (all independent); retains Semler Brossy as independent consultant; no conflicts identified .
- Program emphasizes pay‑for‑performance; no hedging/pledging; clawback policy compliant with SEC/Nasdaq adopted November 2023; CEO/NEO ownership guidelines enforced .
- Practices include double‑trigger CiC and annual say‑on‑pay votes; no excessive perquisites; legacy excise tax gross‑up applies to two founders .
Investment Implications
- High alignment via equity: ~86% of CEO target pay in FY2025 was equity, and ~93% at‑risk including annual incentive—favorable for long‑term alignment .
- Performance rigor: 2022 grant PRSUs paid 0% on weak relative TSR; 2024 PRSUs add a Revenue CAGR overlay only if TSR is positive and ≥ median—supports downside sensitivity and upside leverage .
- Near‑term selling pressure: substantial time‑based RSUs vest quarterly through 3/15/2027 and 50,000 options are currently exercisable (strike $41.36; expiry 3/06/2026), implying periodic supply from scheduled vests/exercises .
- Retention and CiC economics: meaningful unvested equity and double‑trigger CiC acceleration (100% for options/RSUs; PRSUs per plan) plus ~1x salary and prorated bonus create strong retention; total CiC severance package valued at ~$12.45M under FY2025 assumptions .
- Governance watch‑items: Combined CEO/Chair mitigated by a Lead Independent Director and independent committees; legacy excise‑tax gross‑up for the CEO is a governance negative; however, anti‑hedging/pledging and an enhanced clawback policy are positives .