Yun-Lung (Michael) Chen
AMBARELLAAbout Yun-Lung (Michael) Chen
Yun-Lung (Michael) Chen is Vice President, Business Development at Ambarella, serving in this role since June 2011; previously Sr. Director of Sales from January 2005 to June 2011. He holds a B.S. in industrial engineering from Tung Hai University (Taiwan) and is age 61 as of March 31, 2025 . Company performance over his tenure shows revenue of $284.9M in FY2025 with net loss of $117.1M and AMBA TSR value of $129.73 (vs semiconductor peer group $280.26), following $226.5M revenue and $169.4M net loss in FY2024 and $337.6M revenue and $65.4M net loss in FY2023 .
Company performance snapshot
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenue ($USD Millions) | $222.9 | $331.9 | $337.6 | $226.5 | $284.9 |
| Net Income ($USD Millions) | $(59.8) | $(26.4) | $(65.4) | $(169.4) | $(117.1) |
| AMBA TSR (Value of $100) | $159.55 | $236.98 | $151.91 | $88.87 | $129.73 |
| Peer TSR (Value of $100) | $170.15 | $209.94 | $180.82 | $238.05 | $280.26 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ambarella | Sr. Director of Sales | Jan 2005 – Jun 2011 | Not disclosed |
| Marvell Technology | Director of Sales | Dec 2002 – Oct 2003 | Not disclosed |
| Wintech Microelectronics | Director of Sales | Oct 1997 – Oct 2002 | Not disclosed |
External Roles
Not disclosed in company filings for Chen .
Fixed Compensation
Multi-year cash compensation (NEO disclosure years)
| Component | FY2019 | FY2020 | FY2021 |
|---|---|---|---|
| Base Salary ($USD) | $243,075 | $250,300 | $257,000 |
| Actual Bonus Paid ($USD) | $0 | $125,071 | $92,880 |
| Target Bonus ($USD) | — | — | $98,600 |
Notes:
- Bonuses were paid in fully-vested stock awards (timing: March 2021 for FY2021, March 2020 for FY2020) .
Performance Compensation
FY2021 annual bonus framework and outcomes (company-wide metrics apply to executives including Chen)
| Metric | Weight | Target | Actual | Payout factor (% of target) | Vesting/form |
|---|---|---|---|---|---|
| Revenue | 33.3% | $229.4M | $223.6M | 93.6% | Cash-settled as fully-vested stock awards (Mar 2021) |
| Non-GAAP Operating Profit | 33.3% | $5.18M | $11.72M | 143.6% | Cash-settled as fully-vested stock awards (Mar 2021) |
| Strategic Objectives (5 goals) | 33.3% | 3.0 points | 4.0 points | 150% | Cash-settled as fully-vested stock awards (Mar 2021) |
| Total pool funding | 100% | — | — | 129.1% (exec pool adjusted to ~113.6%) | — |
FY2021 long-term equity design (granted March 25, 2020 and vests through Mar 2023)
- Chen’s FY2021 awards: RSUs 8,538 shares (time-based), PRSUs 8,538 shares at target (TSR-based) .
- RSUs vest quarterly over 3 years following grant (equal installments) .
- PRSUs vest on March 15, 2023 with payout from 0–200% based on 3-year relative TSR vs SOXX median; linear interpolation; TSR measurement period Feb 1, 2020–Jan 31, 2023 .
Equity Ownership & Alignment
Ownership, awards, and policies
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Mar 1, 2021) | 73,642 shares; <1% of outstanding |
| Options (selected) | 8,289 @ $8.82 exp. 8/29/2021; 5,241 @ $9.99 exp. 7/9/2022; 5,963 @ $38.92 exp. 9/7/2024 |
| Unvested RSUs at FY2021 end | 6,574; 2,557; 3,539; 8,538; 6,404 (award tranches per table) |
| Unvested PRSUs at FY2021 end | 8,492 (FY2020 PRSU target); 6,574 and other tranches noted; see table |
| Ownership guidelines | Executives required to hold 3x base salary; NEOs and directors must hold (as applicable); all NEOs met requirements as of Jan 31, 2021 . Company policy requires NEOs to hold 3x salary and non-employee directors 5x retainer; NEOs/directors satisfied as of Jan 31, 2025 . |
| Hedging/pledging | Prohibited for directors and executive officers under Insider Trading Policy . |
Notes:
- 2025 ownership table lists NEOs/directors only, and does not include Chen (not a NEO/director in FY2025) .
Employment Terms
- Employment is at will; standard U.S./Taiwan benefits per location. Chen participates in Taiwan benefit plans; no excessive perquisites disclosed .
- Change-of-control and severance agreements are disclosed for select NEOs (e.g., Wang, Kohn, Eichler/Young, Lee, Ju) with specified multiples/accelerations; Chen is not listed among executives with such agreements in the 2021 and 2025 disclosures .
- Clawback: Executive Compensation Clawback Policy adopted in 2017 for misconduct-related restatements; expanded Compensation Recovery Policy in Nov 2023 to comply with SEC/Nasdaq, requiring recoupment of excess performance-based compensation over the prior three fiscal years upon restatement .
Equity Award Detail (selected grants and vesting)
| Award Type | Grant Date | Shares | Fair Value | Vesting | Performance criteria |
|---|---|---|---|---|---|
| RSU | 3/25/2020 | 8,538 | $400,261 | Quarterly over 3 years | None |
| PRSU (target) | 3/25/2020 | 8,538 | $534,137 | Single vest date 3/15/2023 (subject to service) | Relative 3-year TSR vs SOXX median (0–200% payout) |
| Options | Various | See above | — | Standard option vest schedules | None |
Change-in-control treatment (plan-level)
- If awards are not assumed/substituted in a change-in-control, RSUs/stock options accelerate in full; performance awards deemed at 100% of target under the equity plan, subject to PRSU award agreement modifications (TSR measurement and proration) .
- PRSU TSR is measured as of transaction based on merger consideration, with unearned shares forfeited; earned shares vest per quarterly schedule; additional revenue CAGR overlay applies to recent PRSUs (post-FY2023 grants) when positive TSR ≥ median .
Compensation Structure Analysis
- Mix: Equity-heavy compensation with RSUs and PRSUs at a 50/50 split for executives in FY2021; Chen’s grant followed this structure, tying long-term value creation to TSR while providing retention via time-based RSUs .
- Metrics: Annual bonus metrics moved to three equal weights (revenue, operating profit, strategic goals), aligning pay with operational execution of AI transition; FY2021 pool funded above target, with executive pool adjusted for parity with broader employees .
- Governance: Independent consultant Semler Brossy advises Compensation Committee; strong say-on-pay approvals ~89% (2023) and ~88% (2024) support program credibility .
Risk Indicators & Red Flags
- Anti-hedging/pledging policy reduces alignment concerns; no hedging/pledging permitted for directors/NEOs .
- Tax gross-ups exist only in legacy agreements for two founders (CEO and CTO), not for Chen .
- No related-party transactions involving Chen disclosed; related-party transaction approval process overseen by Audit Committee .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approvals: ~89% (2023) and ~88% (2024) .
- Shareholder engagement: Lead Independent Director and management met holders representing ~23% of outstanding shares in FY2025 to discuss executive compensation, equity plan changes, board refreshment, and sustainability .
Investment Implications
- Alignment: Equity-heavy grants (RSU/PRSU) historically align Chen with long-term TSR, and ownership guidelines plus anti-pledging policy support investor alignment .
- Retention: Lack of individually disclosed severance/CoC protection for Chen (vs certain NEOs) may elevate retention sensitivity relative to protected peers, but broad equity participation and bonus overachievement in FY2021 were supportive of retention during strategy transition .
- Performance linkage: FY2021 bonus outcomes tied to revenue/op profit/strategic goals and PRSU linkage to 3-year TSR provide direct pay-for-performance mechanisms; recent company TSR lag vs peers highlights challenge in market-relative value creation, tempering PRSU realizations historically .