Hsiao-Wuen Hon
AMBARELLAAbout Hsiao‑Wuen Hon
Independent Class III director at Ambarella since August 2017; age 61 as of the 2025 proxy. Former Corporate Vice President at Microsoft with prior roles as Asia‑Pacific R&D Group Chairman and Managing Director of Microsoft Research Asia; earlier served as Technology Director of the Apple‑ISS Research Center. Education: B.S. Electrical Engineering (National Taiwan University), M.S. and Ph.D. Computer Science (AI/speech recognition focus, Carnegie Mellon University). Core credentials: deep AI expertise, senior operating experience at scale; retired from Microsoft in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President; Asia‑Pacific R&D Group Chairman; Managing Director, Microsoft Research Asia | 28+ years; retired 2023 | Contributions in natural AI, spoken language recognition, internet search |
| Apple‑ISS Research Center (on behalf of Apple) | Technology Director | Prior to Microsoft tenure | Applied research leadership bridging industry and academia |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| None disclosed in AMBA proxy | — | — | No current or recent public company directorships mentioned for Hon in Ambarella’s proxy biography . |
Board Governance
- Class and term: Class III director; current term expires at the 2027 annual meeting .
- Independence: Board determined Hon is independent under Nasdaq rules .
- Committee assignments: Compensation Committee member (not chair) .
- Attendance: Board held 5 meetings in FY2025; each director attended at least 75% of aggregate Board and committee meetings during tenure .
- Lead Independent Director: Role held by D. Jeffrey Richardson since June 2024 (Hon is not LID) .
| Governance Attribute | Status | Evidence |
|---|---|---|
| Independence | Independent | Board determination under Nasdaq standards |
| Committees | Compensation Committee (member) | Committee composition table |
| Committee chair roles | None | Committee chair is Dr. Hu for Compensation; Hon not a chair |
| Attendance (FY2025) | ≥75% of Board+committee meetings | Proxy attendance disclosure |
| Tenure start | August 2017 | Biography section |
| Term expiry | 2027 annual meeting | Class III designation and term |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Paid quarterly; standard non‑employee director retainer |
| Compensation Committee member retainer (cash) | $7,500 | FY2025 rates for committee membership |
| Total cash fees paid (FY2025 actual) | $52,500 | Hon’s FY2025 fees earned |
| Meeting fees | None disclosed | No meeting fees enumerated |
| Lead Independent Director retainer | N/A | LID receives $20,000; Hon is not LID |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant‑date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual RSU (FY2025) | Aug 29, 2024 | 3,374 | $200,011 | Quarterly over 12 months from Sept 15, 2024; continued service required |
- Outstanding RSUs at FY2025 year‑end: 2,531 shares (as of Jan 31, 2025) .
- Director equity plan limits and CIC terms: Non‑employee director annual cap $500,000; if awards are not assumed/substituted in a change‑in‑control, all awards accelerate in full with performance deemed at 100% of target; if assumed and the director is terminated not at their request, immediate vesting applies .
- Stock ownership guidelines: Non‑employee directors must hold ≥5x annual cash retainer ($225,000) within five years; all directors met guidelines as of Jan 31, 2025 .
Other Directorships & Interlocks
| Category | Disclosed Items |
|---|---|
| Current public company boards | None listed for Hon in Ambarella’s proxy |
| Prior public company boards (last 5 years) | None listed for Hon in Ambarella’s proxy |
| Shared directorships with competitors/suppliers/customers | None indicated; committee membership intersections shown across AMBA only |
Expertise & Qualifications
- AI/ML depth: Longstanding leadership in AI, speech recognition, and search at Microsoft; technology director role at Apple‑ISS .
- Education: NTU B.S. (EE); CMU M.S./Ph.D. (CS, AI/speech recognition) .
- Board skills fit: Information technology/cybersecurity experience; strategy; international Asia experience; aligns with Ambarella’s edge‑AI orientation .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 26,591 shares; <1% of outstanding |
| RSUs expected to vest within 60 days of March 1, 2025 | 844 shares |
| RSUs outstanding at Jan 31, 2025 | 2,531 shares |
| Pledging/Hedging | Prohibited by insider trading policy (directors/NEOs) |
| Ownership guideline compliance | Met as of Jan 31, 2025 (≥5x annual cash retainer) |
Governance Assessment
- Board effectiveness: Hon adds differentiated AI and Asia R&D leadership experience amid Ambarella’s edge‑AI strategy; independence and Compensation Committee service support robust oversight of pay and talent retention .
- Alignment and engagement: Director pay mix is modest cash ($52.5k) plus time‑based RSUs (~$200k), with stock ownership guidelines met—positive for alignment; all directors attended ≥75% of meetings in FY2025 .
- Shareholder signals: 2025 say‑on‑pay received 27,294,574 For vs 2,004,585 Against (83,243 abstentions; broker non‑votes 6,691,652), consistent with strong prior support (~89% in 2023; ~88% in 2024) .
- Potential red flags: Equity acceleration for directors on change‑in‑control if awards are not assumed/substituted (single‑trigger treatment) may be viewed unfavorably by some governance investors, though a director equity cap is in place .
- Conflicts/related party: No related‑party transactions involving Hon disclosed; Audit Committee oversees related‑party governance; formal policy requires pre‑approval for transactions >$120k .
Compensation Committee Analysis
- Composition: Hu (Chair), Hon, Richardson, De Greef‑Safft; all independent; 5 meetings in FY2025 .
- Consultant: Semler Brossy engaged; Compensation Committee retains authority; no conflicts disclosed .
- Policies: Clawback (Exchange Act/Nasdaq compliant, executives); anti‑hedging/pledging; ownership guidelines (directors ≥5x retainer) .
Related Policies and Shareholder Engagement
- Insider trading policy filed; prohibits hedging/pledging; compliance expected for directors .
- Shareholder engagement: Lead Independent Director, GC, and IR met with seven top‑20 holders (representing >23% of shares outstanding) in FY2025 on compensation, board refreshment, equity plan, governance/sustainability .
Appendix: 2025 Annual Meeting Voting Outcomes
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election: Chantelle Breithaupt | 29,233,346 | 149,056 | — | 6,691,652 |
| Election: Chenming Hu, Ph.D. | 26,882,040 | 2,500,362 | — | 6,691,652 |
| Election: Fermi Wang, Ph.D. | 27,811,742 | 1,570,660 | — | 6,691,652 |
| Ratify PwC (FY2026) | 35,740,912 | 256,544 | 76,598 | — |
| Say‑on‑Pay (advisory) | 27,294,574 | 2,004,585 | 83,243 | 6,691,652 |