Andrew Ng
AMAZON COMAbout Andrew Ng
Andrew Y. Ng (age 48) is an independent director of Amazon.com, Inc. since April 2024, and a global leader in AI and education with 200+ research papers spanning machine learning, robotics, and related fields . He is Managing General Partner of AI Fund (since Jan 2018), founder of DeepLearning.AI (since Jun 2017), Executive Chairman of LandingAI (since Aug 2024; previously CEO/Chairman 2017–2024), Chairman and Co-Founder of Coursera (co-CEO 2012–2014; Chairman since 2014), and adjunct professor at Stanford University—credentials that bring deep AI and human capital expertise to Amazon’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baidu, Inc. | Chief Scientist & VP | May 2014 – Apr 2017 | Led AI/ML initiatives; informs Board oversight of AI risks/opportunities |
| Google (Google Brain) | Founding Lead, Deep Learning Project | 2011 – 2012 | Early deep learning leadership; contributes to emerging tech oversight |
| Coursera, Inc. | Co‑CEO; Chairman | Co‑CEO Jan 2012 – Apr 2014; Chairman since 2014 | Online education scale experience; public company executive perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AI Fund LP | Managing General Partner | Since Jan 2018 | Venture studio backing AI companies; oversight experience |
| DeepLearning.AI LLC | Founder/Leader | Since Jun 2017 | AI education initiatives |
| LandingAI, Inc. | Executive Chairman (formerly CEO/Chairman) | Exec Chair since Aug 2024; CEO/Chairman Oct 2017 – Aug 2024 | Computer vision software; AI commercialization |
| Stanford University | Adjunct Professor | Ongoing | Academic AI leadership |
| Coursera, Inc. (NYSE: COUR) | Chairman; Director | Chairman since 2014; current public company board | Other current public company board service |
Board Governance
- Committee assignments: Member, Leadership Development and Compensation Committee (LDCC) .
- LDCC composition/engagement: 2024 LDCC report signed by Edith W. Cooper, Daniel P. Huttenlocher, and Andrew Y. Ng .
- Independence: Board determined Dr. Ng is independent under Nasdaq rules .
- Attendance: In 2024 there were 5 Board meetings; all incumbent directors attended ≥75% of aggregate Board/committee meetings, and all directors attended the 2024 Annual Meeting .
- Meeting cadence: 2024 committee meetings—Audit (6), LDCC (5), Nominating & Corporate Governance (4), Security (2) .
- Lead Independent Director: Jamie S. Gorelick .
- Governance policies: Robust director stock ownership guidelines; prohibition on hedging/speculative/derivative transactions for directors and senior employees .
- AI oversight context: Board and committees actively oversee responsible AI and related risks; Nominating & Governance reviewed responsible AI governance; Board recommended against separate AI oversight proposals citing existing framework .
Committee Membership and 2024 Meetings (Andrew Ng)
| Committee | Member? | Meetings in 2024 |
|---|---|---|
| Leadership Development & Compensation | Yes | 5 |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Cash retainer | $0 | Directors do not receive cash compensation; reasonable expenses reimbursed |
| Committee/Chair/Meeting fees | $0 | No cash fees; awards not varied based on specific committee service |
Performance Compensation
- Structure: Director compensation consists solely of time‑vested RSUs with three‑year vesting; directors typically receive equity once every three years; awards designed to align with long‑term shareholder value .
| Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|
| Apr 12, 2024 | 5,952 | $1,111,417 (aggregate grant-date fair value) | Vests in equal annual installments on May 15, 2025; May 15, 2026; May 15, 2027 |
- Design target: RSU awards were designed to provide approximately $355,000 in compensation annually based on assumed value of units vesting each year (50th percentile of peer director compensation) .
- Forfeiture: If a director leaves before vest date, unvested RSUs are forfeited .
- Change‑in‑control policy: 1997 Plan provides for possible acceleration if awards are not assumed/substituted in a qualifying corporate transaction, determined by LDCC (plan terms disclosed for executives; board awards governed by same plan) .
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlock/Notes |
|---|---|---|---|
| Coursera, Inc. | Chairman; Director | 2014–present | No Amazon-disclosed interlocks or related‑party transactions involving Dr. Ng; Board independence disclosure notes certain relationships for other directors, not Ng |
Expertise & Qualifications
- AI/ML authority: 200+ research papers; founder of Google Brain; senior AI roles at Baidu; deep insights on transformative AI and emerging technologies .
- Human capital/education: Executive leadership across AI startups; large‑scale online education expertise via Coursera; adjunct faculty role at Stanford .
- Board‑relevant skills: Emerging Technology & Innovation; Public Company Executive; Global Business & Operations; Community & Stakeholder Relations as profiled in Board skills matrix .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (AMZN common) | 0 shares as of Feb 24, 2025 |
| Ownership as % of shares outstanding | * (less than 1%) |
| Unvested RSUs (12/31/2024) | 5,952 |
| Vested vs. unvested breakdown | No vested common shares disclosed; unvested RSUs as above |
| Shares pledged as collateral | Not disclosed; company prohibits hedging/speculative/derivative transactions |
| Stock ownership guidelines | Robust director stock ownership guidelines; specific multiples not disclosed in proxy; governance documents referenced on IR site |
Governance Assessment
- Alignment: Amazon’s director pay is equity‑only, long‑term, time‑vested RSUs with no cash retainers, reinforcing shareholder alignment; Andrew Ng’s April 2024 grant (5,952 RSUs; $1.11M fair value) follows this framework .
- Independence and engagement: Board deems Ng independent; he served actively on LDCC and co‑signed the LDCC report; Board/committee attendance thresholds met across directors and monthly teleconferences reflect additional engagement .
- AI oversight: Given Ng’s AI background, his presence on LDCC (with human capital oversight) contributes to talent/succession and culture oversight as AI scales; Board and committees assert existing oversight sufficiency regarding AI risks .
- Conflicts/related‑party exposure: Proxy discloses certain ordinary‑course payments involving other directors but none involving Ng; no related‑party transactions or conflicts are disclosed for Ng; nonetheless, monitor any future interactions between Amazon and entities tied to AI Fund/DeepLearning.AI/LandingAI/Coursera for potential recusal considerations .
- Shareholder signals: 2024 say‑on‑pay support at 78% indicates acceptable but not overwhelming support for executive pay philosophy (relevant to LDCC’s stewardship) .
RED FLAGS to monitor: None disclosed specific to Ng. Ongoing monitoring advisable for any future Amazon transactions with AI Fund portfolio companies or LandingAI/Coursera that could create perceived conflicts, even if ordinary‑course and immaterial, given his roles .