Andrew Ng

About 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 .