John A. Young
AMBARELLAAbout John A. Young
John A. Young, age 54, is Ambarella’s Chief Financial Officer, appointed February 1, 2024. He previously served as VP Finance (Dec 2019–Jan 2024) and Corporate Controller (Mar 2017–Dec 2019); prior roles include finance positions at Mellanox Technologies (2009–2016), most recently as Corporate Controller. He holds a B.A. from Brigham Young University and an M.S. in accountancy from San Jose State University . During FY2025 under his finance leadership, Ambarella’s revenue rose 26% to $284.9 million and the company reported a TSR index of 129.73 for pay-versus-performance, while net income was $(117.1) million; shareholder say‑on‑pay support remained strong at ~88–89% in 2023–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ambarella | Chief Financial Officer | Feb 2024–present | Oversight of financial reporting, capital allocation, guidance; certifications on 10‑Q and SOX compliance . |
| Ambarella | Vice President, Finance | Dec 2019–Jan 2024 | Led finance through transition to edge AI; supported compensation and capital planning . |
| Ambarella | Corporate Controller | Mar 2017–Dec 2019 | Built reporting and controls post-acquisitions; managed accounting policies . |
| Mellanox Technologies | Corporate Controller and other finance roles | 2009–2016 | Led corporate controllership in high‑growth networking; strengthened financial operations . |
External Roles
No public company board service or external directorships disclosed for Young in the proxy .
Fixed Compensation
| Metric | FY2025 | Notes |
|---|---|---|
| Base Salary ($) | $300,000 | Set upon promotion to CFO effective Feb 1, 2024 . |
| Target Bonus (%) | 70% of base salary | CFO target set at promotion . |
| Target Bonus ($) | $210,000 | Based on 70% × $300,000 . |
| Actual Bonus Paid ($) | $260,362 | Paid March 2025 in fully‑vested stock . |
Performance Compensation
| Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Revenue | 33.3% | $250.0 million | $284.9 million | 147% |
| Non‑GAAP Operating Profit (pre‑bonus accruals) | 33.3% | −$33.0 million | −$9.68 million | 150% |
| Strategic Objectives (points) | 33.3% | 5.0 points | 5.5 points | 79% |
| Total Executive Bonus Pool | 100% | — | — | 126% |
Notes:
- Program equally weighted across revenue, operating profit, and five strategic goals (automotive ADAS/Level2+, AIoT design wins, radar design wins, automotive software milestone, CV3 product milestone) .
Equity Awards and Vesting
| Award Type | Grant Date | Shares (Target) | Accounting Fair Value ($) | Vesting |
|---|---|---|---|---|
| CFO Promotion RSUs | Feb 1, 2024 | 30,000 | $1,643,100 | Quarterly over 4 years . |
| Annual RSUs | Feb 29, 2024 | 16,845 | $940,793 | Quarterly over 3 years . |
| Annual PRSUs (target) | Feb 29, 2024 | 16,845 | $1,389,376 (Monte Carlo) | Single vest on Mar 15, 2027, subject to performance and service . |
PRSUs – Performance Structure:
- Relative TSR vs semiconductor companies in Russell 2000 over 2/1/2024–1/31/2027: 0% vest at ≤25th percentile, 100% at 50th percentile, 200% at ≥75th percentile .
- Additional revenue CAGR kicker: if TSR is positive and ≥median, +0–50% of target based on 3‑yr revenue CAGR from FY2025 to FY2027 (0% <10%, 50% ≥15%) .
- Prior cycle certification: FY2022 grant (measured to 1/31/2025) paid 0% due to TSR ~−57.7% and 35.6 points below peer median .
Option Awards (Outstanding):
- 25,000 options, strike $55.80, expiration 3/27/2027 .
Stock Vested and Realized (FY2025):
- Shares vested: 14,523; value on vest: $850,995 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 93,352 shares; includes 25,000 options exercisable and 3,920 RSUs expected to vest within 60 days of March 1, 2025; less than 1% of outstanding . |
| Shares Outstanding (reference) | 41,975,591 as of March 1, 2025 . |
| Ownership Guidelines | NEOs must hold ≥3× annual base salary; Young met guideline as of Jan 31, 2025 . |
| Hedging/Pledging | Prohibited for executives and directors . |
| Clawback | SEC/Nasdaq‑compliant compensation recovery policy adopted Nov 2023; recoupment of excess incentive comp upon restatement . |
Vesting Cadence and Potential Supply:
- Quarterly RSU vesting for time‑based awards; annual bonus paid as fully‑vested stock in March 2025 . This schedule can increase tradable float around vest dates, independent of actual sales behavior.
Employment Terms
| Provision | Severance (no change‑of‑control) | Change‑of‑Control (within 3 months before/12 months after) |
|---|---|---|
| Cash – Salary | 100% of base salary ($300,000) | 100% of base salary ($300,000) |
| Cash – Target Bonus | Prorated target ($210,000) | Prorated target ($210,000) |
| Equity Acceleration | 12 months for RSUs; PRSUs prorated if terminated pre‑measurement under award terms | 100% acceleration of options/RSUs if employed ≥12 months; PRSUs treated per plan, with TSR/CAGR measured/annualized at change‑of‑control |
| COBRA | 12 months; $39,508 estimated | 12 months; $39,508 estimated |
| Potential Payment – Total | $2,300,616 | $5,267,711 |
| Tax Gross‑up | None for Young; 280G cutback applies . | |
| Contract Structure | Standard change‑of‑control severance; no employment agreement otherwise . |
Change‑of‑Control Mechanics for PRSUs:
- TSR measured using merger consideration and shortened period; non‑eligible shares forfeited; eligible shares vest in equal installments each June 15, Sept 15, Dec 15, and Mar 15 through first March 15 after measurement, subject to service and agreement terms .
- Revenue CAGR annualization rules apply depending on quarter of change‑of‑control .
Performance & Track Record Context
- FY2025 revenue: $284.9 million (+26% YoY); maintained strong GAAP and non‑GAAP gross margins; continued net cash flow from operations and zero debt .
- Pay‑versus‑performance: PEO CAP and NEO CAP tracked TSR and revenue trends; FY2025 TSR index 129.73 vs peer SOX 280.26; net income $(117.1) million; revenue $284.9 million .
- Say‑on‑Pay: ~89% approval (2023) and ~88% (2024), signaling investor support for compensation structure .
Compensation Peer Group (Benchmarking)
- Peer group updated August 2023 to align market cap/revenue (≈⅓–3× company size); includes SiTime, Synaptics, Lattice, Rambus, Semtech, Power Integrations, etc. Committee uses peer data for design but does not target specific percentile .
Risk Indicators & Red Flags
- No hedging or pledging; no excessive perquisites; clawback in place; NEO agreements are double‑trigger; no tax gross‑up for Young (gross‑up exists only for founders Wang and Kohn) .
- Prior PRSU cycle paid 0% due to relative TSR underperformance (execution risk for performance equity) .
Investment Implications
- Alignment: High equity mix and PRSU structure (TSR and revenue CAGR) align CFO incentives with shareholder returns and growth; Young met ownership guidelines (≥3× salary) and is subject to anti‑hedging/pledging and clawback policies .
- Retention: Promotion‑linked 30,000 RSU grant with 4‑year quarterly vesting and meaningful annual RSU/PRSU awards create multi‑year retention hooks; severance/change‑of‑control terms provide continuity without excessive cash guarantees .
- Trading signals: Quarterly RSU vesting and stock‑settled annual bonus increase share supply around vest and payout dates; FY2025 vesting of 14,523 shares and bonus stock issuance in March 2025 are notable timing windows for potential selling pressure, though actual sales behavior is not disclosed .
- Execution risk: Zero payout of 2022 PRSUs highlights sensitivity to TSR relative to peers; FY2025 strong revenue growth and improved operating results support future PRSU outcomes if sustained .