Leslie Kohn
AMBARELLAAbout Leslie Kohn
Ambarella co‑founder, Chief Technology Officer, and director since January 2004; age 69; B.S. in Physics from Caltech. FY2025 revenue was $284.9M, up 26% YoY, while the company’s Pay‑vs‑Performance TSR index value was 129.73 and net income was −$117.1M, reflecting heavy investment and an AI transition; executive bonuses paid above target on revenue and operating profit metrics . Kohn is a non‑independent employee director; the CEO also serves as Chairman, with a Lead Independent Director in place since June 2024 to mitigate dual‑role governance concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ambarella, Inc. | Chief Technology Officer; Director; Co‑founder | Jan 2004–present | Led architecture for video/AI SoCs; core technical steward during pivot to edge AI |
| Afara Websystems | Chief Technology Officer; Co‑founder | Nov 2000–Jul 2002 | Throughput‑oriented microprocessor venture; acquired by Sun; builds CPU/SoC pedigree |
| Sun Microsystems | Fellow | Jul 2002–Aug 2003 | Post‑Afara acquisition role; advanced systems expertise |
| C‑Cube Microsystems | Chief Architect | Feb 1995–Oct 2000 | Digital video processors; foundational video pipeline expertise |
| Sun, Intel, National Semiconductor | Engineering/Management roles | Not disclosed | Broad semiconductor systems experience |
External Roles
No current external public company directorships or committee roles for Kohn disclosed .
Board Governance and Service
- Class II director; current term expires at the 2026 annual meeting; non‑independent due to employment; not listed on any board committees .
- Board chaired by CEO (combined CEO/Chair); Lead Independent Director (Richardson) since June 2024, with defined responsibilities including shareholder engagement and agenda oversight .
- Employee directors (including Kohn) receive no additional director compensation; all directors met at least 75% attendance in FY2025 .
Compensation Summary (Multi‑Year)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 375,524 | 375,524 | 356,748 |
| Stock Awards ($) | 2,774,233 | 2,683,476 | 3,375,667 |
| Non‑Equity Incentive Plan Compensation ($) | — | 98,575 | 340,025 |
| All Other Compensation ($) | — | 1,500 | — |
| Total ($) | 3,149,757 | 3,159,075 | 4,072,440 |
Fixed Compensation
| Component | FY2025 Details |
|---|---|
| Base Salary | $356,748 (−5% YoY) |
| Target Bonus % | 75% of base salary |
| Target Bonus ($) | $267,561 |
| Actual Bonus Paid | $340,025 (95% of base) via fully‑vested stock awards (paid March 2025) |
Performance Compensation
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Performance Metrics | Payout Status |
|---|---|---|---|---|---|---|
| RSUs | Feb 29, 2024 | 24,403 | 1,362,908 | Equal quarterly over 3 years, service‑based | n/a | In progress |
| PRSUs (Target) | Feb 29, 2024 | 24,403 | 2,012,759 | Single vest on Mar 15, 2027 (subject to perf. and service) | 3‑yr relative TSR vs Russell 2000 semi peers (0–200% target) plus 3‑yr Revenue CAGR add‑on (0–50% target) if TSR ≥ median and positive | Open (performance period Feb 1, 2024–Jan 31, 2027) |
| Historical PRSUs (granted 2022) | n/a | n/a | n/a | n/a | 3‑yr relative TSR | Certified 0% payout; TSR ≈ −57.7%, ~35.6 pts below peer median |
Bonus Plan Structure (FY2025):
- Three equal‑weighted metrics: Revenue, Non‑GAAP Operating Profit, Strategic Objectives; pool funded at 126% for executives based on overachievement in revenue ($284.9M vs $250M target; 147% factor) and operating profit (−$9.68M vs −$33M target; 150% factor) and partial strategic goals (79%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 938,519 shares; 2.2% of total shares outstanding |
| Vested vs Unvested (snapshot) | Outstanding unvested awards include RSUs and PRSUs; examples at FY2025‑end: RSUs 1,186 (3/15/2022 schedule), 6,110 (3/15/2023), 18,303 (3/15/2024); PRSUs 14,663 (scheduled 3/15/2026), 24,403 (scheduled 3/15/2027); see detailed award footnotes |
| Options (Exercisable / Unexercisable) | none listed for Kohn at FY2025‑end in outstanding table |
| Shares vested in FY2025 and value realized | 16,646 shares; $973,555 value |
| Ownership Guidelines | NEOs must hold ≥3x base salary; Kohn and all NEOs satisfied requirements as of Jan 31, 2025 |
| Hedging/Pledging | Prohibited for NEOs and directors by Insider Trading Policy |
Employment Terms
| Scenario | Cash Severance (Salary) | Cash Severance (Bonus) | Equity Acceleration | COBRA | Notes |
|---|---|---|---|---|---|
| Termination without cause (no CoC) | $356,748 | $267,561 | 12 months RSU vesting acceleration; PRSU treatment per award agreement; illustrative value $2,452,764 at 1/31/2025 (assumes 100% target for PRSUs) | $28,051 | Lump sum; prorated target bonus; release required |
| Termination without cause within 3 months before or 12 months after CoC (double‑trigger) | $356,748 | $267,561 | If employed ≥12 months: 100% acceleration of outstanding options/RSUs; PRSUs measured/treated under CoC rules; illustrative value $4,008,045 at 1/31/2025 (assumes 100% target) | $28,051 | Release required; “good reason” definitions apply |
| Death/Disability | 100% of base salary (Kohn) | n/a | n/a | n/a | 280G/4999 excise tax handling varies by executive; Kohn eligible for 4999 tax gross‑up (legacy provision) |
Change‑of‑Control PRSU Treatment:
- TSR measured early at transaction using merger consideration; non‑eligible shares forfeited at CoC; eligible PRSU shares vest on quarterly cadence thereafter, subject to continued service or agreement‑level acceleration .
- Revenue CAGR measured via annualization rules depending on CoC timing .
Clawbacks and Policies:
- Executive Compensation Clawback and Nasdaq‑compliant Compensation Recovery Policy adopted; recoupment of incentive comp in case of restatement per defined look‑back .
- Anti‑hedging and anti‑pledging for executives and directors .
Performance & Track Record
| Measure | FY2025 | FY2024 | Commentary |
|---|---|---|---|
| Revenue ($M) | 284.9 | 226.5 | +26% YoY; edge‑AI product adoption drove strength |
| Net Income ($M) | −117.1 | −169.4 | Losses narrowed YoY amid scaling costs |
| TSR (Value of $100) | 129.73 | 88.87 | Rebound vs prior year; long‑term PRSUs emphasize relative TSR |
| Strategic milestones | N1‑655 generative AI SoC; expansion across automotive/IoT; multiple design wins | n/a | Underpins technology leadership tied to Kohn’s CTO remit |
Shareholder Feedback and Pay Governance:
- Say‑on‑Pay support: ~89% (2023), ~88% (2024); FY2025 program maintained structure with 50/50 RSU/PRSU mix and multi‑year metrics .
- Independent compensation consultant (Semler Brossy) and updated peer group spanning semiconductor and AI‑adjacent names .
Compensation Structure Analysis
- Cash vs equity mix: Equity dominates for NEOs; in FY2025, ~84% of non‑CEO NEO target direct comp was equity; pay remains heavily at‑risk via PRSUs with relative TSR and Revenue CAGR .
- Shift from options to RSUs/PRSUs: Company “typically does not grant stock options”; RSUs/PRSUs are standard for retention/performance alignment .
- Guaranteed vs at‑risk: FY2025 bonuses funded at 126% due to overachievement on revenue and operating profit; Kohn’s payout 95% of base via stock, aligning awards to performance outcomes .
- Repricing/modification: No option repricing disclosed; FY2022 PRSUs paid 0% reinforcing pay‑for‑performance cadence when TSR underperforms .
Risk Indicators & Red Flags
- Combined CEO/Chair structure; mitigated by a Lead Independent Director role and majority independent board .
- Tax gross‑ups: Legacy 4999 excise tax gross‑up applies to Kohn (and CEO); shareholder‑unfriendly but ring‑fenced to founders .
- Hedging/pledging: Prohibited for NEOs/directors, reducing misalignment risk .
- Related party transactions: No material related party transactions disclosed beyond standard indemnification .
- Compensation risk assessment: Committee determined programs are not reasonably likely to have a material adverse effect; capped incentives; multi‑year equity vesting .
Equity Ownership & Alignment (Detail)
| Category | Shares | Market Value Basis | Notes |
|---|---|---|---|
| Beneficial ownership | 938,519 | n/a | 2.2% of outstanding shares |
| Unvested RSUs (examples) | 1,186; 6,110; 18,303 | $76.72 close used for award valuations table | Quarterly vesting schedules across 2022–2024 grants |
| Unvested PRSUs (targets) | 14,663; 24,403 | n/a | 2026 and 2027 scheduled vest dates; performance‑contingent |
| FY2025 RSU vesting realized | 16,646; $973,555 value | n/a | Supply consideration around quarterly vest cadence |
| Ownership guideline status | Met (≥3x salary) | n/a | All NEOs and directors in compliance |
Employment Terms (Definitions Snapshot)
- “Cause”, “Change of Control”, and “Good Reason” defined in agreements and plan; double‑trigger acceleration after CoC; PRSUs have special CoC measurement and proration mechanics .
Investment Implications
- Quarterly RSU vesting plus fully‑vested stock bonus awards (March 2025) can create periodic supply; however hedging/pledging is prohibited, and ownership guidelines require ongoing retention .
- PRSUs are tightly coupled to relative TSR and Revenue CAGR; the 0% payout for 2022 grants underscores downside sensitivity, while FY2025 revenue overperformance boosted annual bonus pools—signal that equity outcomes will hinge on multi‑year execution and stock performance .
- Governance: CTO dual role as director and non‑independent status, combined with CEO/Chair structure, is balanced by an active Lead Independent Director and independent committees; legacy 4999 gross‑up is a governance blemish but limited to founders .
- Alignment: 3x salary ownership guideline compliance, clawback policies, and prohibition of hedging/pledging enhance alignment; compensation peer benchmarking and strong say‑on‑pay support reduce pay inflation risk .