UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Ambarella, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

AMBARELLA

AMBARELLA, INC.

3101 JAY STREET

SANTA CLARA, CA 95054

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On June 7, 20176, 2019

Dear Shareholder:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ambarella, Inc., a Cayman Islands company, will be held on Wednesday,Thursday, June 7, 2017,6, 2019, at 9:00 a.m. Pacific Time at 3101 Jay Street, Santa Clara, CA 95054 for the following purposes:

These items of business are more fully described in the Proxy Statement, which is available atwww.edocumentview.com/AMBA. This notice, the Notice of Internet Availability, the Proxy Statement for our Annual Meeting of Shareholders and the 20172019 Annual Report and form of proxy are being made available to shareholders on or about April 27, 2017.26, 2019. We are providing access to our proxy materials over the Internet under the rules and regulations adopted by the U.S. Securities and Exchange Commission.

The record date for the Annual Meeting is April 13, 2017.12, 2019. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. We are not aware of any other business to come before the Annual Meeting. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting if you do not attend in person. Please review the instructions on the proxy card regarding each of these voting options. The Proxy Statement explains proxy voting and the matters to be voted on in more detail. We look forward to your attendance at the Annual Meeting.

By Order of the Board of Directors

Michael Morehead

General Counsel and Secretary

Santa Clara, California

April 27, 201726, 2019

You are cordially invited to attend the meeting in person. Your vote is important. Whether or not you expect to attend the meeting, please vote your shares as instructed in the Notice of Internet Availability, which is being mailed to you on April 27, 2017,26, 2019, as promptly as possible to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

-i-

Ambarella Inc.

3101 Jay Street

Santa Clara, CA 95054

PROXY STATEMENT

FOR THE 20172019 ANNUAL MEETING OF SHAREHOLDERS

INFORMATION CONCERNING VOTING AND SOLICITATION

In connection with the solicitation of proxies by the Board of Directors of Ambarella, Inc., a Cayman Islands company (the “Board”), and pursuant to the rules and regulations adopted by the U.S. Securities and Exchange Commission, we are furnishing our proxy materials to shareholders for use at our 20172019 Annual Meeting of Shareholders (the “Annual Meeting”), and any adjournments or postponements thereof. The Annual Meeting will be held on Wednesday,Thursday, June 7, 2017,6, 2019, at 9:00 a.m. Pacific Time at the Company’s offices located at 3101 Jay Street, Santa Clara, CA 95054.

We have mailed the Notice of Internet Availability to all shareholders and beneficial owners of record as of the record date, April 13, 2017.12, 2019. All shareholders will have the ability to access the proxy materials via the Internet, including this Proxy Statement and our 20172019 Annual Report to Shareholders for the fiscal year ended January 31, 2017.2019. The Notice of Internet Availability includes information on how to access the proxy materials, how to submit your vote over the Internet, by phone or how to request a paper copy of the proxy materials. This Proxy Statement and our 20172019 Annual Report to Shareholders are available atwww.edocumentview.com/AMBA. If you are a shareholder of record, you also may view these materials athttp://www.envisionreports.com/AMBA.

References to “the Company,” “Ambarella,” “we,” “us” or “our” throughout this Proxy Statement mean Ambarella, Inc.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Notice of Internet Availability

Instead of mailing a paper copy of our proxy materials, we have provided access to our proxy materials over the Internet, which are available atwww.edocumentview.com/AMBA. If you are a shareholder of record, you also may view these materials athttp://www.envisionreports.com/AMBA. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission, the Notice of Internet Availability has been sent to our shareholders of record and beneficial owners as of the record date, April 13, 2017.12, 2019. The Notice of Internet Availability includes information on how to access the proxy materials, how to submit your vote via the Internet and how to request a paper copy of the proxy materials. By accessing the proxy materials on the Internet or choosing to receive your future proxy materials by email, you will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meeting of shareholders on the environment.

Appointment of Proxy Holders

The Board asks you to appoint Feng-Ming (Fermi) Wang, George LaplanteKevin C. Eichler and Michael Morehead as your proxy holders to vote your shares at the Annual Meeting. You make this appointment by voting your shares by proxy, as instructed in the Notice of Internet Availability.

If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. In the absence of your direction, they will vote your shares as recommended by the Board.

Unless you otherwise indicate, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this Proxy Statement was made available to shareholders and which may be properly presented for action at the Annual Meeting.

Who Can Vote

Only shareholders of record at the close of business on April 13, 201712, 2019 will be entitled to vote at the Annual Meeting. On this record date, there were 33,531,35732,733,984 ordinary shares outstanding and entitled to vote. Each holder of ordinary shares is entitled to one vote for each share held as of April 13, 2017.12, 2019. There is no cumulative voting in the election of directors.

Shareholder of Record: Shares Registered in Your Name

If on April 13, 2017,12, 2019, your shares were registered directly in your name with Ambarella’s transfer agent, Computershare Trust Company, N.A., then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote your shares by proxy over the Internet, by telephone, or by mail as instructed in the Notice of Internet Availability to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 13, 2017,12, 2019, your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Proxy Statement is being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

How You Can Vote

You may either vote “For” the nominees for Class III Director or you may “Withhold” your vote for the nominees. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:as follows:

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may vote in person at the Annual Meeting, vote by proxy over the Internet, by telephone or by mail, as instructed in the Notice of Internet Availability. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should receive the Notice of Internet Availability from that organization rather than from Ambarella. Simply follow the voting instructions in the Notice of Internet Availability to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank, or contact your broker or bank to request a proxy form.

Matters to be Voted Upon

There are three matters scheduled for a vote at the Annual Meeting:

If you are a shareholder of record and you vote via the Internet, by telephone or return a proxy card by mail, but do not select a voting preference, the persons who are authorized to vote your shares will vote:

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should follow the voting instructions provided by your broker, bank other agent in order to instruct your broker, bank or other agent how to vote your shares.

Revocation of Proxies

Shareholders of record can revoke their proxies at any time before they are exercised in any of three ways:

Beneficial owners of shares held in street name must contact their broker, bank or other agent to revoke any prior voting instructions.

Required Vote

Directors are elected by a plurality vote, which means that the two (2)three (3) nominees for Class III director receiving the most affirmative votes will be elected. All other matters submitted for shareholder approval,

including the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2018,2020, require the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote.

A quorum of shareholders is necessary to hold a valid Annual Meeting. A quorum will be present if shareholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 33,531,35732,733,984 shares outstanding and entitled to vote. As a result, shareholders holding at least 16,765,67916,366,993 shares will need to be present at the meeting in person or represented by proxy to constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) over the Internet, by telephone, by mail or if you attend the Annual Meeting in person. Abstentions and brokernon-votes will be counted towards the quorum requirement. If there is no quorum, then either the chairman of the meeting or the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.

Abstentions on any matters are treated as shares present or represented and entitled to vote on that matter and have the same effect as a vote “against” such matter.

If your shares are held in street name and you do not instruct your broker on how to vote your shares, your broker, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. Only Proposal 2 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Proposal 1 (election of directors) and Proposal 3 (approval of the advisory vote on executive compensation) are not considered routine matters, and without your instruction, your broker cannot vote your shares as to those proposals. If your broker returns a proxy but does not vote your shares, this results in a “brokernon-vote.” Brokernon-votes will be counted as present for the purpose of determining a quorum. However, as brokers do not have discretionary authority to vote on Proposal 1 or Proposal 3, brokernon-votes will not be counted for the purpose of determining the number of votes cast on Proposal 1 or Proposal 3.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count: with respect to the election of the director, “For” and “Withhold” votes and, with respect to other proposals, votes “For” and “Against,” abstentions and, if applicable, brokernon-votes. Abstentions will be counted towards the vote total for Proposal 2, and will have the same effect as “Against” votes. Brokernon-votes, although counted toward the quorum requirement, will not be counted towards the vote total for any proposal.

Other Matters Brought Before the Meeting

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Solicitation of Proxies

The Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, the Company’s directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. The Company also may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Voting Results

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form8-K that the Company expects to file within four business days after the

-4-

Annual Meeting. If final voting results are not available in time to file a Form8-K within four business days after the meeting, the Company intends to file a Form8-K to publish preliminary results and, within four business days after the final results are known, file an additional Form8-K to publish the final results.

Important Notice Regarding Availability of Proxy Materials

This Proxy Statement and our 20172019 Annual Report to Shareholders are available atwww.edocumentview.com/AMBA. Please promptly vote your shares as instructed in the Notice of Internet Availability. This will not limit your rights to attend or vote at the Annual Meeting.

-5-

PROPOSAL 1

ELECTION OF CLASS III DIRECTORS

Ambarella’s Board of Directors, or the Board, currently has seven (7)eight (8) members. The authorized number of directors may be changed by resolution of the Board. Vacancies on the Board may be filled only by a majority of the remaining directors even if less than a quorum, unless the Board determines that the vacancies shall be filled by the shareholders. A director elected to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

The Board is divided into three classes, Class I, Class II and Class III, which serve staggered three-year terms:

In January 2017, Mr. Tan notified us of his intent notDr. Teresa H. Meng was appointed to stand forre-election when his current term expires at the upcoming Annual Meeting.Board by the remaining directors in October 2018. The Board, upon the recommendation of the nominating and corporate governance committee, has selected Mr. KohnDr. Chenming Hu, Dr. Meng and Mr. RichardsonDr. Wang as nominees for election as Class III directors at the upcoming Annual Meeting and there will be one (1) vacancy on the Board.Meeting. The proxies given to the proxy holders will be voted or not voted as directed and, if no direction is given, will be voted FOR each of the two (2)three (3) nominees. If any nominee is unable or declines to serve as director at the time of the Annual Meeting, an event not now anticipated, proxies will be voted for any nominee designated by the Board to fill the vacancy. The two (2)three (3) nominees for Class III director receiving the highest number of affirmative votes will be elected as Class III directors and will serve until the annual meeting of shareholders to be held in 20202022 or until their successors are elected and qualified.

The names of the nominees for election as Class III directors, who have been nominated by the Board, and the names of the continuing andnon-continuing directors not up for election at the Annual Meeting, along with certain biographical information about the nominees and continuing directors, including the director’s business experience, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee to recommend that the director should continue to serve on the Board, are set forth below.

Chenming C. Hu, Ph.D. has been a member of our Board since November 2011. Since 1976, Dr. Hu has been a professor in electrical engineering and computer sciences at the University of California, Berkeley, where he has been the TSMC Distinguished Chair Professor Emeritus and Professor in the Graduate School since 2010. He was the Chief Technology Officer of TSMC from 2001 to 2004. Dr. Hu was the founding chairman of

Celestry Design Technologies, which was acquired by Cadence Design Systems in 2002. Dr. Hu also serves on the board of directors of Inphi Corporation, a fabless semiconductor company, and ACM Research, Inc., a semiconductor equipment producer. Dr. Hu previously served as a director of Fortinet, Inc. from 2012 to 2015, and SanDisk Corporation from 2009 to 2016, when it merged with Western Digital Corporation. Dr. Hu is a member of the U.S. National Academy of Engineering and the Chinese Academy of Sciences, and Taiwan’s Academia Sinica. Dr. Hu received his B.S. degree from National Taiwan University and his M.S. degree and Ph.D. from the University of California, Berkeley, all in Electrical Engineering. We believe that Dr. Hu possesses specific attributes that qualify him to serve as a member of our Board, including his extensive experience in the microelectronics and semiconductor industries as Chief Technology Officer of TSMC and as a current and former board member of a number of technology companies, as well as his experience in academia as a professor of microelectronics, which gives himin-depth knowledge of current technology trends and developments.

Teresa H. Meng, Ph.D. has been a member of our Board since October 2018. Dr. Meng is a Professor Emerita and was the Reid Weaver Dennis Professor of Electrical Engineering at Stanford University until 2013, focusing onlow-power circuit and system design, video signal processing, and wireless communications. Dr. Meng took leave from Stanford in 1998 and founded Atheros Communications Inc., a provider of semiconductor system solutions for wireless network communications products, after which she returned to Stanford in 2000 to continue her teaching and research. Atheros Communications was acquired by Qualcomm Incorporated in 2011. Dr. Meng currently serves as a consultant and member of the advisory board of Atmosic Technologies. Dr. Meng is a Fellow of the IEEE and a member of the National Academy of Engineering. She holds a B.S degree in Electrical Engineering from National Taiwan University and M.S. and Ph.D. degrees in Electrical Engineering and Computer Sciences from the University of California, Berkeley. We believe that Dr. Meng possesses specific attributes that qualify her to serve as a member of our board of directors, including her extensive experience inlow-power circuit and system design and video signal processing, as well as her experience in the technology industry as a founder of Atheros Communications.

Feng-Ming (Fermi) Wang, Ph.D. has served as our Chairman of the Board of Directors, President and Chief Executive Officer since heco-founded Ambarella in January 2004. Prior toco-founding Ambarella, Dr. Wang was Chief Executive Officer andco-founder of Afara Websystems, a developer of throughput-oriented microprocessor technology, from November 2000 to July 2002, when Afara was acquired by Sun Microsystems, Inc. Before founding Afara, Dr. Wang served in various positions atC-Cube Microsystems, Inc., a digital video company, from August 1991 to August 2000, and last served as Vice President and General Manager from 1997 to 2000. Dr. Wang holds a B.S. degree in electrical engineering from National Taiwan University and an M.S. degree and Ph.D. in electrical engineering from Columbia University. We believe that Dr. Wang possesses specific attributes that qualify him to serve as a member of our Board, including his service as our Chairman of the Board of Directors, President and Chief Executive Officer, his leadership as aco-founder of Ambarella and his years of experience in the digital video industry.

Hsiao-Wuen Hon, Ph.D. has been a member of our Board since August 2017. Dr. Hon is currently the Corporate Vice President, Asia-Pacific R&D Group Chairman of Microsoft Corporation (“Microsoft”), a position he has held since October 2015. Previously, beginning in November 2007, he served as Managing Director of Microsoft Research Asia. Dr. Hon has been employed at Microsoft since 1995 in various capacities, including Deputy Managing Director of Microsoft Research Asia, Chief Architect of the Natural Interaction Service Division, and Principal Researcher. Prior to joining Microsoft, Dr. Hon served as Technology Director of theApple-ISS Research Center on behalf of Apple Corporation. Dr. Hon received a Bachelor of Science degree in Electrical Engineering from National Taiwan University, a Master of Science degree in Computer Science, Artificial Intelligence from Carnegie Mellon University, and a Ph.D. degree in Computer Science, Artificial Intelligence, Speech Recognition from Carnegie Mellon University. We believe that Dr. Hon possesses specific attributes that qualify him to serve as a member of our Board, including his extensive experience in artificial intelligence and managerial experience in the technology industry as Corporate Vice President, Asia-Pacific R&D Group Chairman of Microsoft.

Leslie Kohn has served as our Chief Technology Officer and a member of our Board since heco-founded Ambarella in January 2004. Prior toco-founding Ambarella, Mr. Kohn was Chief Technology Officer andco-founder of Afara Websystems from November 2000 to July 2002. After Afara’s acquisition by Sun Microsystems in July 2002, Mr. Kohn served as a fellow at Sun Microsystems until August 2003. Mr. Kohn

-6-

served as Chief Architect ofC-Cube Microsystems from February 1995 to October 2000. Prior to joiningC-Cube Microsystems, Mr. Kohn served in engineering and management positions with Sun Microsystems, Intel Corporation and National Semiconductor. Mr. Kohn holds a B.S. degree in physics from California Institute of Technology. We believe that Mr. Kohn possesses specific attributes that qualify him to serve as a member of our Board, including his role in developing our technology, his leadership as ourco-founder and his years of experience in the digital video industry.

Christopher B. Paisley has served as a member of our Board since August 2012. Since January 2001, Mr. Paisley has served as the Dean’s Executive Professor of Accounting at the Leavey School of Business at Santa Clara University. Mr. Paisley also serves on the board of directors of Equinix, Inc., a provider of network colocation, interconnection and managed services, Fitbit, Inc., a provider of fitness wearable devices, and Fortinet, Inc., a provider of unified threat management solutions. Mr. Paisley also served on the board of directors of Volterra Semiconductor Corporation, a provider of power management semiconductors, from April 2002 to October 2013, and YuMe, Inc., a digital media advertising company, from November 2012 to February 2018. Mr. Paisley holds a B.A. degree in business economics from the University of California at Santa Barbara and an M.B.A. from the Anderson School at the University of California at Los Angeles. We believe that Mr. Paisley possesses specific attributes that qualify him to serve as a member of our Board, including expertise in finance, including accounting and financial reporting, as a chief financial officer and in other finance roles and currently as a professor in the field of accounting and finance. Mr. Paisley also has over 15 years of outside board experience, which includes serving as audit committee chairman, at numerous public and private companies.

D. Jeffrey Richardson has been a member of our Board since March 2014. Mr. Richardson served as a senior executive of LSI Corporation (“LSI”), a semiconductor company, from 2005 until LSI’s acquisition by Avago Technologies Company in May 2014, including most recently serving as LSI’s Executive Vice President and Chief Operating Officer. He earlier served as General Manager of the Semiconductor Solutions Group, Executive Vice President of the Networking and Storage Products Group, Executive Vice President and General Manager of the Custom Solutions Group and as Executive Vice President of Worldwide Strategic Planning. Prior to joining LSI, Mr. Richardson served in several capacities at Intel Corporation, including as its Vice President and General Manager of Server Platform Group and Vice President and General Manager of Enterprise Platforms and Services Division. Mr. Richardson currently serves on the board of directors of Lattice Semiconductor Corporation, a semiconductor company, and also served on the board of directors of Volterra Semiconductor Corporation, a provider of power management semiconductors, from April 2011 to October 2013, when Volterra was acquired by Maxim Integrated Products, Inc.2013. Mr. Richardson received a B.S. degree in electrical engineering from the University of Colorado Boulder. We believe that Mr. Richardson possesses specific attributes that qualify him to serve as a member of our Board,

including his extensive managerial experience in the semiconductor industry as Chief Operating Officer of LSI and senior management positions with LSI and Intel, and as a board member of Lattice and Volterra.

Chenming C. Hu, Ph.D. has been a member of our Board since November 2011. Since 1976 Dr. Hu has been a professor in electrical engineering and computer sciences at the University of California, Berkeley, where he has been the TSMC Distinguished Chair Professor Emeritus and Professor in the Graduate School since 2010. He was the Chief Technology Officer of TSMC from 2001 to 2004. Dr. Hu was the founding chairman of Celestry Design Technologies, which was acquired by Cadence Design Systems in 2002. Dr. Hu also serves on the board of directors of Inphi Corporation, a fabless semiconductor company. Dr. Hu previously served as a director of FormFactor, Inc. from December 2009 to December 2010, Fortinet, Inc. from 2012 to 2015, MoSys, Inc. from January 2005 to June 2010, and SanDisk Corporation from 2009-2016, when it merged with Western Digital Corporation. Dr. Hu is a member of the U.S. National Academy of Engineering and the Chinese Academy of Sciences, and Taiwan’s Academia Sinica. Dr. Hu received his B.S. degree from National Taiwan University and his M.S. degree and Ph.D. from the University of California, Berkeley, all in Electrical Engineering. We believe that Dr. Hu possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the microelectronics and semiconductor industries as Chief Technology Officer of TSMC and as a current and former board member of a number of technology companies, as well as his experience in academia as a professor of microelectronics, which gives himin-depth knowledge of current technology trends and developments.

-7-

Christopher B. Paisley has served as a member of our Board since August 2012. Since January 2001, Mr. Paisley has served as the Dean’s Executive Professor of Accounting at the Leavey School of Business at Santa Clara University. Mr. Paisley also serves on the board of directors of Equinix, Inc., a provider of network colocation, interconnection and managed services, Fitbit, Inc., a provider of fitness wearable devices, Fortinet, Inc., a provider of unified threat management solutions, and YuMe, Inc., a digital media advertising company. Mr. Paisley holds a B.A. degree in business economics from the University of California at Santa Barbara and an M.B.A. from the Anderson School at the University of California at Los Angeles. We believe that Mr. Paisley has developed expertise in finance, including accounting and financial reporting, as a chief financial officer and in other finance roles and currently as a professor in the field of accounting and finance. Mr. Paisley also has over 15 years of outside board experience, which includes serving as audit committee chairman, at numerous public and private companies.

Andrew W. Verhalen has been a member of our Board since January 2004. Mr. Verhalen has served as a General Partner of Matrix Partners, a venture capital firm, since 1992. He currently serves on the board of directors of several private technology companies in which Matrix Partners has invested and has served in the past on six public technology company boards of directors. Prior to joining Matrix Partners, Mr. Verhalen was an executive at 3Com Corporation from July 1986 through November 1991. He served as Vice President and General Manager of the Network Adapter Division for three years and as a Director or Vice President of Marketing for two years. From July 1981 to July 1986, Mr. Verhalen served in various marketing and strategic planning roles at Intel Corporation. Mr. Verhalen holds a B.S.E.E. degree, a M.Eng. degree and a M.B.A. from Cornell University. We believe that Mr. Verhalen possesses specific attributes that qualify him to serve as a member of our Board, including his experience as a technology-focused investor, which gives himin-depth knowledge of, and exposure to, current technology and industry trends and developments, providing us with insight into our industry and target markets.

Feng-Ming (Fermi) Wang, Ph.D. has servedmarkets, as our Chairman of the Board of Directors, President and Chief Executive Officer since heco-founded Ambarella in January 2004. Prior toco-founding Ambarella, Dr. Wang was Chief Executive Officer andco-founder of Afara Websystems, a developer of throughput-oriented microprocessor technology, from November 2000 to July 2002 when Afara was acquired by Sun Microsystems, Inc. Before founding Afara, Dr. Wang served in various positions atC-Cube Microsystems, Inc., a digital video company, from August 1991 to August 2000, and last servedwell as Vice President and General Manager from 1997 to 2000. Dr. Wang holds a B.S. degree in electrical engineering from National Taiwan University and an M.S. degree and Ph.D. in electrical engineering from Columbia University. We believe that Dr. Wang possesses specific attributes that qualify him to serve as a member of our Board, including his service as our Chairman of the Board of Directors, President and Chief Executive Officer, his leadership as aco-founder of Ambarella and his years ofpast experience in the digital video industry.

Lip-Bu Tan has been a member of our Board since January 2004. Mr. Tan has served as Chairman of Walden International, an international venture capital firm, since he founded the firm in 1987. He has also served as President and Chief Executive Officer of Cadence Design Systems, Inc., an electronic design automation software and engineering services company, since January 2009 and as a director since 2004. Mr. Tan currently servesserving on the boardboards of directors of Cadence Design Systems, Inc., Hewlett Packard Enterprise, an informationsix public technology enterprise company, and Semiconductor Manufacturing International Corporation, a semiconductor manufacturing company. He previously served on the board of directors of Inphi Corporation, a semiconductor corporation, from 2002 to 2012, Flextronics International Ltd. from 2003 to 2012, and SINA Corporation from 1999 to 2015. He holds a B.S. degree in physics from Nanyang University in Singapore, an M.S. degree in

-8-

nuclear engineering from Massachusetts Institute of Technology and an M.B.A. from the University of San Francisco. Mr. Tan chose not to stand forre-election to the Board following the end of his current term, which expires at the 2017 Annual Meeting. Mr. Tan currently serves on several boards of directors and wanted to decrease his number of directorships.

Vote Required

The two (2)three (3) nominees for Class III director receiving the highest number of affirmative votes will be elected as Class III directors. Unless otherwise indicated, all proxies received will be voted “FOR” each of the nominees listed above.

The Board recommends a vote FOR the election of the nominees set forth above as Class III directors of Ambarella.

-9-

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Composition

The Board is currently composed of seveneight members. The Board and its committees met throughout the year on a set schedule and held special meetings from time to time as appropriate. The Board held foursix meetings during the 20172019 fiscal year.year and also acted by unanimous written consent one time. Each director attended at least 75% of the total aggregate of the regularly scheduled and special meetings held by the Board and the committees on which such director served during his or her tenure in fiscal year 2017.2019. Ournon-management directors meet in regularly scheduled executive sessions without the presence of management in executive sessions.management. The lead independent director of the Board presides over each such executive session. We do not have a policy regarding directors’ attendance at the Annual Meeting of Shareholders.

Director Independence

Our Corporate Governance Guidelines provide that a majority of our directors will be independent. Based on the review and recommendation by the nominating and corporate governance committee, the Board has determined that Hsaio-Wuen Hon, Chenming Hu, Teresa Meng, Christopher Paisley, Jeffrey Richardson,Lip-Bu Tan, and Andrew Verhalen, representing a majority of our directors, are independent directors under the rules of NASDAQ. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with Ambarella.Ambarella that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Feng-Ming (Fermi) Wang, Ambarella’s Chairman of the Board, President and Chief Executive Officer, and Leslie Kohn, Ambarella’s Chief TechnicalTechnology Officer, are not independent directors by virtue of their employment with Ambarella.

In evaluating Mr. Tan’s independence, the Board considered Mr. Tan’s position as President and Chief Executive Officer of Cadence Design Systems, Inc., or Cadence, with whom we have an agreement to provide us with automated engineering design tools. However, the Board noted that Mr. Tan did not derive any direct or indirect material benefit from such agreement, Mr. Tan did not participate in the negotiation of the agreement and our Board believes that such agreement is in our best interest and on terms no less favorable than could be obtained from other third parties. In addition, the Board noted that the dollar amounts of payments to Cadence pursuant to the agreement will not constitute a material percentage of the revenue of Cadence, or of our revenue or total operating expenses.

Board Leadership Structure

The Board is currently chaired by Dr. Wang, the President and Chief Executive Officer of Ambarella. We believe that combining the positions of Chief Executive Officer and Chairman helps to ensure that the Board and management act with a common purpose. In our view, separating the positions of Chief Executive Officer and Chairman has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken our ability to develop and implement strategy. Instead, we believe that combining the positions of Chief Executive Officer and Chairman provides a single, clear chain of command to execute our strategic initiatives and business plans. In addition, we believe that a combined Chief Executive Officer and Chairman is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information.

The Board determined as part of our corporate governance principles that one of our independent directors should serve as a lead director at any time when the title of chairman is held by an employee director or there is no current chairman. The lead independent director presides over periodic meetings of our independent directors, has the responsibility of raising issues with management on behalf of the outside directors when appropriate and oversees the function of the Board and committees, among other responsibilities. Mr. TanVerhalen has served as our lead independent director since our initial public offering, but his term as a director will end at our upcoming Annual Meeting and he has decided not to stand forre-election. The Board has appointed Andrew Verhalen to replace Mr. Tan as our lead independent director following the upcoming Annual Meeting.June 2017. The Board has determined that Mr. Verhalen qualifies as an independent director under the rules of NASDAQ.

-10-

We believe that the current leadership structure of the Board is appropriate at the present time and allows the Board to fulfill its duties effectively and efficiently based on our current needs.

Board Committees

We have established an audit committee, a compensation committee, and a nominating and corporate governance committee. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable NASDAQ rules and regulations regarding “independence” and that each

member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to Ambarella. We intend to comply with future requirements as they become applicable to us. Each of the committees operates under a written charter adopted by the Board, each of which can be found on our website athttp://investor.ambarella.com.Each. Each committee has the composition and responsibilities described below.

Audit Committee

The audit committee is currently composed of three directors: Dr. Hu, Mr. Paisley Dr. Hu and Mr. Richardson. Mr. Paisley serves as the chairman of the committee. The audit committee met five times during fiscal year 2017.2019.

The responsibilities of our audit committee include:

The Board has determined that Mr. Paisley qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Paisley’s level of knowledge and experience based on a number of factors, including his formal education and experiences as a chief financial officer for public reporting companies, as well as his service on the audit committees of other publicly traded companies.companies, as well as his role as a professor in the field of accounting and finance. The Board has determined that Mr. Paisley’s simultaneous service on multiple audit committees would not impair his ability to effectively serve on our audit committee.

Compensation Committee

The compensation committee is currently composed of threefour directors: Mr. Verhalen,Dr. Hon, Dr. Hu, Dr. Meng, and Mr. Richardson. Mr. Verhalen currentlyRichardson serves as the chairman of the committee. Mr. Richardson replaced Mr. Tan onDr. Meng joined the Compensation Committee duringcommittee when she was appointed to the third quarter of our fiscal year 2017. Following the upcoming Annual Meeting, Mr. Richardson will replaceBoard in October 2018, and Mr. Verhalen as chairman ofdeparted the committee.committee at that time. The compensation committee formally met five times during fiscal year 2017,2019, and committee members also met informally on several occasions to review matters relevant to the compensation of our executive officers.

-11-

The responsibilities of our compensation committee include:

Each member of the compensation committee is anon-employee director, as defined pursuant to Rule16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is currently composed of three directors: Mr. Tan,Paisley, Mr. Richardson and Mr. Verhalen. Mr. TanVerhalen, who currently serves as the chairman of the committee. Following the upcoming Annual Meeting, Mr. Verhalen will replace Mr. Tan as chairman of the committee as Mr. Tan’s term as a director will end. The nominating and corporate governance committee met one timedid not formally meet during fiscal year 2017.2019, but met shortly after the end of the fiscal year in February 2019.

The responsibilities of our nominating and corporate governance committee include:

Role of the Board in Risk Oversight

One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

-12-

Compensation Committee Interlocks and Insider Participation

During fiscal year 2017,2019, Dr. Hon, Dr. Hu, Dr. Meng, Mr. Richardson, Mr. Tan and Mr. Verhalen served as members of the compensation committee. Mr. Verhalen ceased to be a member of the compensation committee in October 2018 when Dr. Meng joined the Board and was appointed to the compensation committee. None of the members of our compensation committee is or has in the past served as an officer or employee of our company.the Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board or compensation committee of any entity that has one or more executive officers serving on the Board or compensation committee.

Director Nominations

The Board nominates directors for election at each annual meeting of shareholders and elects new directors to fill vacancies when they arise. The nominating and corporate governance committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the Board for nomination or election.

Director Criteria.The. The nominating and corporate governance committee has a policy regarding consideration of director candidates recommended by shareholders. The nominating and corporate governance committee reviews suggestions for director candidates recommended by shareholders and considers such candidates for recommendation based upon an appropriate balance of knowledge, experience and capability. In addition to considering an appropriate balance of knowledge, experience and capability, the Board has as an objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives and skills. Except as may be required by rules promulgated by Nasdaq or the SEC, there are currently no specific, minimum qualifications that must be met by each candidate for the Board, nor are there any specific qualities or skills that are necessary for one or more of the members of the Board to possess. The nominating and corporate governance committee selects candidates for director based on their character, judgment, diversity of experience, independence, corporate experience, length of service, potential conflicts of interest, and his or hertheir willingness and ability to devote sufficient time to effectively carry out his or hertheir duties as a director. The nominating and corporate governance committee believes it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules, and for a majority of the members of the Board to meet the definition of “independent director” under the rules of the NASDAQ.

Prior to each annual meeting of shareholders, the nominating and corporate governance committee will identify nominees first by reviewing the current directors whose term expires at the annual meeting of shareholders and who are willing to continue in service. These candidates are evaluated based on the criteria described above, including as demonstrated by the candidate’s prior service as a director, and the needs of the Board with respect to the particular talents and experience of its directors. In the event that a director does not wish to continue in service, the nominating and corporate governance committee determines not to nominate the director, or a vacancy is created on the Board as a result of a resignation, an increase in the size of the Board or other event, the nominating and corporate governance committee will consider various candidates for Board membership, including those suggested by members of the nominating and corporate governance committee, by other members of the Board, by any executive search firm engaged by the nominating and corporate governance committee and by shareholders.

Shareholder Nominees.In. In addition, our articles of association contain provisions that address the process by which a shareholder may nominate an individual to stand for election to the Board at our annual meeting of shareholders. In order to nominate a candidate for director, a shareholder must give timely notice in writing to Ambarella, Inc.’s Secretary and otherwise comply with the provisions of our articles of association. To be timely, we must have received the shareholder’s notice not more than 120 days nor less than 90 days prior to the anniversary of the date our proxy statement was provided to shareholders in connection with previous year’s annual meeting of shareholders. However, if we did not hold an annual meeting of shareholders in the prior year or if the date of the annual meeting of shareholders is more than 30 days before or after the anniversary date of the prior year’s annual meeting of shareholders, we must receive the shareholder’s notice not earlier than the

-13-

close of business on the 120th day prior to the Annual Meeting and not later than the close of business on the later of 90 days prior to the annual meeting of shareholders and the 10th day after the day we provided such public disclosure of the meeting date. Information required by the articles of association to be in the notice include the name and contact information for the candidate and the person making the nomination, the principal occupation or employment of the candidate, the class and number of Ambarella securities held by the candidate, and other information about the nominee that must be disclosed in proxy solicitations under Section 14 of the Securities Exchange Act of 1934 and the related rules and regulations under that Section. We received no director nominees from our shareholders for the upcoming Annual Meeting. Shareholder nominations must be made in accordance with the procedures outlined in, and include the information required by, our articles of association and must be addressed to 3101 Jay Street, Santa Clara, CA 95054, Attn: Secretary. You can obtain a copy of our articles of association by writing to the Secretary at this address.

Communications with the Board

The Board has adopted a formal process by which shareholders may communicate with the Board or any of its directors. Shareholders who wish to communicate with the Board or an individual director may send a written communication addressed as follows: Ambarella Board Communication, 3101 Jay Street, Santa Clara, California 95054. Each communication will be reviewed by the General Counsel of Ambarella who will forward the communication to the Board or to any individual director to whom the communication is addressed unless the communication is of a commercial, frivolous or similarly inappropriate nature, in which case, the General Counsel will discard the communication.

Corporate Governance Principles and Practices

We believe our corporate governance initiatives comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC adopted thereunder. In addition, we believe our corporate governance initiatives comply with the rules of The NASDAQ Stock Market.

The Board has adopted a Code of Business Conduct and Ethics that applies to each of our directors, officers and employees. This code addresses various topics, including:

The Board also has adopted a Code of Ethics for our Chief Executive Officer and Senior Financial Officers, including our Chief Financial Officer and principal accounting officer, relating to ethical conduct, conflicts of interest and compliance with law. The Code of Conduct and the Code of Ethics for our Chief Executive Officer

-14-

and Senior Financial Officers is available to shareholders on the investor relations portion of Ambarella’s website atwww.ambarella.com.Any. Any waiver to the Code of Business Conduct for an executive officer or director or any waiver of the Code of Ethics may only be granted by the Board or a committee of the Board and must be timely disclosed as required by applicable law. We also have implemented whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to our audit committee.

DIRECTOR COMPENSATION

Ournon-employee directors receive compensation consisting of annual cash retainers for service on our Board and its standing committees, as well as equity grants awarded on an annual recurring basis as they remain a member of the Board.Non-employee directors joining the Board may also receive an equity grant in connection with their appointment to the Board. Our compensation committee periodically reviews compensation for ournon-employee directors, including review of competitive practices provided by our compensation consultant. Our compensation committee last modified ournon-employee director compensation program for fiscal year 2017 compensation. We believe ournon-employee director compensation program provides reasonable compensation to ournon-employee directors that is appropriately aligned with our peers and is commensurate with the services and contributions of ournon-employee directors.

Cash Retainers. During fiscal year 2019, ournon-employee directors received an annual retainer of $35,000, prorated for partial service in any year and paid in cash. Members of our audit committee, compensation committee and nominating and corporate governance committee, other than the chairpersons of those committees, receive an additional annual retainer of $10,000, $6,000 and $4,000, respectively. The chairpersons of our audit committee, compensation committee and nominating and corporate governance committee each receive an additional annual retainer of $15,000, $10,000 and $7,500, respectively and the individual acting as lead independent director, if any, receives an additional $15,000 annually. Cash retainers are paid in arrears at the end of each quarter for service during the previous quarter.

Stock Compensation. For fiscal year 2019, the equity award compensation structure for ournon-employee directors generally remained the same as was adopted for fiscal year 2017. Each continuing director received a restricted stock unit award with an initial grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of approximately $200,000 vesting quarterly over 12 months following grant, subject to continued service through the applicable vesting dates. Accordingly, on September 4, 2018, each of thenon-employee directors who were then serving on the Board received a restricted stock unit award covering 5,248 shares. Dr. Meng received a restricted stock unit award covering 5,248 shares, which vests quarterly over 12 months, when she joined the Board in October 2018.

Equity awards granted to ournon-employee directors are subject to the terms and conditions of our 2012 Equity Incentive Plan (the “Plan”) which provides an annual limit of $500,000 on the total value of equity compensation that may be paid to each continuingnon-employee director under the Plan. The Plan also provides an annual limit of $1,000,000 on the total value of equity compensation that may be paid to a new director in connection with being named to the Board. For these purposes, the value of an equity compensation award is determined as grant date fair value, which is determined in accordance with U.S. generally accepted accounting principles.

Stock Ownership Guidelines. The Board believes that all directors should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our shareholders. We maintain stock ownership guidelines that apply to our executive officers andnon-employee directors. This policy requiresnon-employee directors to attain and maintain a minimum share ownership level equal to at least five times the annual cash retainer, i.e., $175,000, within five years of becoming a director. As of January 31, 2019, all of ournon-employee directors satisfy the equity ownership guidelines.

Director Compensation for Fiscal Year 2019

The following table sets forth the compensation paid or accrued by us to ournon-employee directors during fiscal year 2019. The table excludes Mr. Kohn and Dr. Wang, who did not receive any additional compensation from us in their roles as a director because they are employees of Ambarella.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the Board has appointed PricewaterhouseCoopers LLP as Ambarella’s independent registered public accounting firm, or independent auditors, for the fiscal year ending January 31, 2018,2020, and has further directed that management submit the appointment of independent auditors for ratification by the shareholders at the Annual Meeting. PricewaterhouseCoopers LLP has audited Ambarella’s financial statements since fiscal year 2007. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither Ambarella’s Articles of Association nor other governing documents or law require shareholder ratification of the appointment of PricewaterhouseCoopers LLP as Ambarella’s independent auditors. However, the audit committee is submitting the appointment of PricewaterhouseCoopers LLP to shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the appointment, the audit committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Ambarella and its shareholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the appointment of PricewaterhouseCoopers LLP. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the shareholders and will have the same effect as negative votes.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to Ambarella by PricewaterhouseCoopers LLP for the fiscal years ended January 31, 20162018 and 2017, respectively:2019, respectively, all of which were approved by the audit committee:

All fees described above were approved by the audit committee.

-16-

Pre-Approval Policies and Procedures

The audit committee has adopted a policy and procedures for thepre-approval of audit andnon-audit services rendered by our independent auditors, PricewaterhouseCoopers LLP. The policy generallypre-approves

specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.Pre-approval may also be given as part of the audit committee’s approval of the scope of the engagement of the independent auditors or on an individual, explicit,case-by-case basis before the independent auditor is engaged to provide each service. Thepre-approval of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.

The audit committee has determined that the rendering of the services described above by PricewaterhouseCoopers LLP is compatible with maintaining the principal accountant’s independence.

Vote Required

Ratification of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the shares present and voting at the Annual Meeting in person or by proxy. Unless otherwise indicated, proxies received will be voted “FOR” ratification of the appointment. In the event ratification is not obtained, the audit committee will review its future appointment of our independent registered public accountants.

The Board recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

-17-

REPORT OF THE AUDIT COMMITTEE¹

The audit committee provides assistance to the Board of Directors in fulfilling its legal and fiduciary obligations in matters involving Ambarella’s accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by Ambarella’s independent accountants and reviewing their reports regarding Ambarella’s accounting practices and systems of internal accounting controls as set forth in a written charter adopted by the Board. Ambarella’s management is responsible for preparing Ambarella’s financial statements and the independent registered public accountants are responsible for auditing those financial statements. The audit committee is responsible for overseeing the conduct of these activities by Ambarella’s management and the independent registered public accountants.

In this context, the audit committee has met and held discussions with management and the independent registered public accountants. Management represented to the audit committee that Ambarella’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the audit committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accountants. The audit committee has discussed with the independent registered public accountants matters required to be discussed by Statement on Auditing Standards No. 61,1301, as amended. In addition, the independent registered public accountants provided to the audit committee the written disclosures required by Public Company Accounting Oversight Board Rule 3526 (Communication with Audit Committees Concerning Independence) and the audit committee and the independent registered public accountants have discussed such accountants’ independence from Ambarella and its management. The audit committee has discussed with Ambarella’s internal and independent registered public accountants, with and without management present, their evaluations of Ambarella’s internal accounting controls and the overall quality of Ambarella’s financial reporting.

In reliance on the reviews and discussions with management and the independent registered public accountants referred to above, the audit committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements in Ambarella’s Annual Report on Form10-K for the fiscal year ended January 31, 2017,2019, for filing with the SEC.

Christopher B. Paisley (Chairman)

Chenming C. Hu

D. Jeffrey Richardson

-18-

PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), allows our shareholders to vote to approve, on an advisory basis, the compensation of our named executive officers. At our annual meeting of shareholders held in 2015, the Company’s shareholders approved, on an advisory basis, soliciting a shareholder advisory vote on the compensation of our named executive officers on an annual basis.basis and the Company holds such advisory votes on the compensation of our named executive officers annually. Accordingly, this year we again are asking our shareholders to provide an advisory vote to approve the compensation of our named executive officers, including the Compensation Discussion and Analysis section, along with the accompanying compensation tables and narrative disclosures as described in this Proxy Statement. This proposal, commonly known as a“say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers.

The“say-on-pay” vote is advisory, and as such is not binding on the Company, but it does provide the compensation committee with valuable information about shareholder opinion of our executive compensation policies and programs for consideration when determining executive compensation in the future. After the “say on pay” vote at this year’s annual meeting of stockholders, the next“say-on-pay” vote will be scheduled to occur at the Company’s annual meeting of stockholders in 2020.

Please see the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 25,22, the accompanying compensation tables and the narrative disclosures for greater detail about our executive compensation programs, including information about the fiscal year 20172019 compensation of our named executive officers. We believe that our executive compensation programs have been effective in achieving long-term alignment of management and shareholder interests, consistent with the Company’s philosophy on pay and performance.

We ask that you vote “FOR” the follow resolution:

RESOVLED: That the shareholders of Ambarella, Inc. hereby approve, on an advisory basis, the compensation of the named executive officers, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion, as disclosed in the Proxy Statement furnished for the 20172019 Annual Meeting of Shareholders pursuant to the compensation disclosure rules and regulations of the U.S. Securities and Exchange Commission.

Vote Required

Approval, on an advisory basis, of named executive officer compensation requires the affirmative vote of the holders of a majority of the shares present and voting at the Annual Meeting in person or by proxy. Unless otherwise indicated, proxies received will be voted “FOR” approval, on an advisory basis, of named executive officer compensation.

The Board unanimously recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

The Role of the Compensation Committee and Board of Directors

The compensation committee of the board of directors (the “compensation committee”) is responsible for the executive compensation programsprogram for our executive officers. The compensation committee formally met four times during fiscal year 2019, and also met informally on several occasions, to review and discuss matters related to compensation of our employees and executive officers. Some of these meetings were held with members of management in attendance and some were held in closed session. Most of the meetings also included members of our compensation consultant (as described below). Typically, the compensation committee reports to the board of directorsBoard on its discussions and recommends to the board of directorsBoard the decisions to be made and other actions to be taken with regard to our executive officers’ compensation. Our compensation committee’s recommendations regarding executive compensation are based on the compensation committee’s assessment of the performance of the Company and each individual executive officer, as well as other factors, such as prevailing industry trends.trends and the competitive market for executive talent. The board of directorsBoard (or the independent members regarding Chief Executive Officer (“CEO”)CEO compensation) typically makes the final decisions regarding executive compensation.

The Role of Management

Our CEO and Chief Financial Officer (“CFO”) typically make recommendations to our compensation committee, attend certain compensation committee meetings and are involved in the process for setting our executive officers’ compensation, provided that neither our CEO nor our CFO makes recommendations as to his own compensation or participates in compensation committee discussion of their own compensation. Our compensation committee considers theirmanagement’s recommendations but is not required to follow any recommendations and may adjust compensation up or down as it determines in its discretion. Our compensation committee reviews the recommendations and other data and makes recommendations to the board of directorsBoard as to each executive officer’s total compensation, as well as each individual compensation component. Our CEO and CFO attend compensation committee meetings as requested by the compensation committee, provided that each of our CEO and CFO is not present when his own compensation is discussed.

The Role of the Compensation Consultant

The compensation committee has authority to appoint and retain a compensation consultant. The reasonable fees for services rendered by the compensation consultant are paid by the Company. For fiscal year 2017,2019, our compensation committee engaged Semler Brossy Consulting Group (“Semler Brossy”) to provide compensation consulting services and Semler Brossy served at the discretion of compensation committee. Services provided by Semler Brossy provided services to the compensation committee for fiscal year 2017, includingincluded presenting market data includingand our compensation peer group companies (as described further below)above) to the compensation committee; analyzing our NEOs’ salary, and short-term incentive and equity incentive compensation in relation to market data; assisting the compensation committee with updating our equity incentive program to place greater emphasis on sustained long-term growth and to create incentive to achieve key strategic goals; assisting the compensation committee with a risk assessment; and attending compensation committee meetings as requested by the compensation committee.

-28-

Peer Companies

In setting executive compensation for fiscal year 2017, our compensation committee considered Semler Brossy provides no services to Ambarella other than those it provides to the compensation data gathered by Semler Brossy for the Company’s peer group of companies, although it did not benchmark or otherwise target our compensation to any specific percentile or range with respect to our compensation peers. The Company’s peer group used for determining executive compensation for fiscal year 2017 consisted of the following 14 companies:

Generally, the compensation peer group is determined based on technology companies in the semiconductor and semiconductor equipment and electronic components industries that are of comparable size to the Company and have achieved profitability.committee. The compensation committee regularly reviews the list of companies in our compensation peer group to ensureassesses Semler Brossy’s independence annually under SEC and NASDAQ standards and has concluded that they represent comparable peers.

The compensation committee reviewed and considered the analysis provided by Semler Brossy but did not set or consider specific benchmarks in determining fiscal year 2017 executive compensation. Semler Brossy’s analysis of the Company’s financial performance relative to the peer group indicted that the Company’s1-year and3-year performance for revenue, operating margin and total shareholder return all fell at or above the 70^th percentile as compared to the compensation peer group for the periods through the end of the Company’s fiscal year 2016.was independent.

Elements of Executive Compensation

The compensation of our NEOs consists of the following principal components:

We strive to achieve an appropriate mix between cash compensation and equity incentive awards to meet our objectives. We do not apply any formal or informal policies or guidelines for allocating compensation between current and long-term compensation, or between cash and equity compensation. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our executive officers to deliver superior performance and retain them to continue their careers with us on a cost-effective basis. Our board of directors,Board, led by our compensation committee, generally conducts an annual review of our executive compensation, as well as the mix of components used to compensate our executive officers. In reviewing and setting the executive compensation for fiscal year 2017,2019, our board of directorsBoard relied on its collective judgment, recommendations from Dr. Wang (for executives other than Dr. Wang), the relative pay among the management team members, and its assessment of each executive officer’s role, responsibilities and overall contribution to the business in determining the size and mix of compensation for each executive, and Semler Brossy’s analysis of executive pay practices of the Company’s compensation peers. Given our strong commitment to pay for performance, the large majority of each NEO’s target direct compensation (salary, target cash bonus opportunity, and target equity awards) was variable and subject to the achievement of key performance objectives that are important for the growth and success of the Company.

Key changes in executive compensation for fiscal year 2019 include (additional details regarding these changes are provided in the sections that follow):

The composition of the total annual compensation of our chief executive officer (“CEO”) for fiscal year 2019, as reported in the Summary Compensation Table further below, was as follows:

Base Salary

Our base salaries are intended to provide financial stability, predictability and security of compensation for our executive officers for fulfilling their core job responsibilities. The base salaries of our NEOs are based

-29-

primarily on role, the scope of their responsibilities, experience, performance and contributions, and our compensation committee’s understanding of compensation paid to similarly situated executives. None of our NEOs has an employment agreement that provides for automatic or scheduled increases in base salary.

Based substantially on the Company’s philosophy of emphasizing variable pay based on Company performance, baseBase salaries for our NEOs have remained unchanged since our initial public offering in October 2012 (or the NEO’s later appointment as an officer, as applicable). through fiscal year 2018. As part of the compensation committee’s review of market pay levels, base salaries for our NEOs were increased 5% for fiscal year 2019. The following table sets forth the annual base salary for each of our NEOs for fiscal year 2017:2019:

Performance-Based Cash Bonuses

Our executive officersNEOs are eligible to receive cash bonuses under our annual bonus plan established at the beginning of the fiscal year. Annual cash bonuses are intended to motivate our executives to achieve, and reward our executives for achieving, important corporate financial and operational goals, as well as individual objectives. performance.

An annual bonus pool for employees and executives is established by the board of directorsBoard at the time the Company’s annual operating budget is approved by the board.Board. In establishing the bonus plan for fiscal year 2017, weFiscal Year 2019 Annual Bonus Plan, the Board deemed it appropriate to link compensation to our actual financial performance. Consistent with the prior fiscal years, the two equally weighted performance goals were (i) annual revenue and (ii) annual operating profit, before bonus accruals. Once achievement of these performance goals has been certified by the Board, the target pool size is adjusted to between a threshold of 70% and a maximum of 135%. The pool is then distributed to individual executives as determined by the Board based on factors such as historical allocation, the executive’s role and individual contribution to the Company’s financial results.

Performance Metric Selection and Goal Setting.

Consistent with recent years, performance goals under the Fiscal Year 2019 Annual Bonus Plan included annual revenue (based on GAAP) and annual operating profit, before bonus accruals of the Company which goals were equally weighted.

(aBonus Opportunity. The overall target pool size for the executive team was set at a level consistent with the size of the executive bonus pool under the fiscal 2016 bonus plan. Individual allocation of the pool to executive officers for fiscal year 2017, including our NEOs, varied slightly from the prior year. Changes were made to maintain market competitiveness, recognize individual performance, skills, experience, and criticality of the position to the Company. Allocation for all NEOs is within 1% of the pool allocation in fiscal year 2016.non-GAAP

Corporate Performance Goals.Consistent with recent years, performance goals under the fiscal 2017 bonus plan included annual revenue and annual operating profit, before bonus accruals, metric), which were equally weighted. These performance objectives were chosen because the compensation committee and board of directorsBoard believe that these are important financial metrics that reflect our performance as a growing company. While revenue growth remained an important focus for the Company’s overall growth and business success, the operating profit goal also was important to ensure that suchtop-line growththe pursuit of revenue was balanced with efforts in achieving profitable

-30-

growth margins and the management of expenses. The operating profit goal is anon-GAAP measure and refers to our GAAP operating income less the impact of stock-based compensation and the associated tax impact. impact and excluding bonus accruals.

For fiscal year 2017,2019, we set a challenging revenue target of $341.5$261.5 million representing 8% growth over fiscal year 2016 and an implied3-year revenue growth rate of 116%. For fiscal year 2017, we set an operating incomeprofit target of $112.5$29.6 million. In setting these targets, the compensation committee and board of directorsBoard considered our then currentthen-current operating plan for fiscal 2017, then currentyear 2019, then-current forecasts and projections, as well as prevailing industry conditions, andconditions. The compensation committee acknowledged the targets represented declines from the prior fiscal year, but intended that the difficulty of attaining the goals would be relatively consistent with prior years and would require strong operational performance. At the time of the compensation committee’s goal setting, the Company was squarely in the midst of its transition from its traditional consumer camera markets, such as wearable sports cameras and drones, but was unlikely to generate any significant revenue from its new computer vision based solutions until fiscal year 2020. The primary challenges for fiscal year 2019 included growing revenue in markets other than sports cameras and drones, such as IP security and automotive, while continuing to invest substantially in the Company’s computer vision technology without significantly sacrificing profitability.

At target achievement of the revenue and operating income performance goals, 100% of the approved bonus pool would become funded and available for payment to executives. Maximum achievement of the performance goals at $279.7 million in revenue and $42.1 million in operating profit before bonus would result in 135% of the bonus pool becoming funded and payable. Threshold performance at $251.6 million in revenue and $20.2 million in operating profit before bonus would result in 70% of approved bonus pool being funded. Failure to achieve neither of the threshold performance goals would result in none of the bonus pool becoming payable. Payouts between performance targets is based on a linear interpolation. Under our fiscal year 2017 bonus plan,Fiscal Year 2019 Annual Bonus Plan, our compensation committee and board of directors hashad the discretion to reduce, eliminate or increase the size of the bonus pool and the individual bonuses. No upward discretionary adjustments were made to the bonus pool for fiscal 2017.year 2019.

Fiscal Year 2019 Performance.

For fiscal 2017,year 2019, we fell short of the target revenue goal by approximately 9%,as well as the minimum threshold amount, resulting in no funding of the bonus pool for the revenue metric. We also fell short of the target level for the operating profit goal, but exceeded the minimum threshold, resulting in a partial funding of the bonus pool for the operating income target by approximately 4%. As a result, bonusesprofit metric. The primary drivers of the Company falling short of the financial targets were paid out below target.greater than anticipated declines in revenue from wearable camera markets, including the sports camera, virtual reality andnon-sports wearable camera markets, as well as general weakness in the drone market, primarily among smaller customers. For the year, the declines in revenue from the consumer camera markets accounted for more than 100% of the revenue decline from fiscal year 2018.

Individual Bonus Opportunity.

Typically, actual allocation of the bonus pool to individual executive officers, including our NEOs, is made by the Board (with the recommendation of the compensation committee) at the conclusion of the fiscal year. This allocation is generally based on historical allocation, the executive’s individual contribution to the Company’s financial and operational results and with a focus on executive retention in light of prevailing market conditions in our industry, and taking into consideration Dr. Wang’s recommendations for NEOs other than himself. For fiscal year 2019, however, the Board determined, based upon recommendation from the compensation committee following input from Dr. Wang, no cash bonuses would be paid to our NEOs. Instead, the pool amount attributable to partial achievement of the operating profit metric was placed into the bonus pool allocated to the Company’snon-executive employees. This decision was made to help retain keynon-executive employees and in recognition that the NEOs would benefit from achievement of the fiscal year 2019 strategic objectives under their fiscal year 2019 PRSUs, as discussed below.

ActualChanges to Fiscal Year 2017 Bonus Payments2020 Performance-Based Cash Bonus.. As a result of

In discussing our executive compensation program with shareholders following our 2018 annual meeting, we heard that the 95% target pool funding, and the individual pool allocation outlined above,annual strategic performance goals used in our NEOs received the following bonusesPRSUs were better suited for an annual compensation program. Accordingly, for fiscal year 2017:2020 we have included annual strategic performance goals in our Fiscal Year 2020 Annual Bonus Plan to incentivize our management team to successfully accomplish short

term strategic objectives that we believe will create long term value. We maintained the revenue and operating profit metrics in the program as we believe it is important to maintain focus on overall growth of the business and to ensure that revenue generation is balanced with efforts in achieving profitable growth. For fiscal year 2020, the strategic goals metric, revenue metric and operating income metric are weighted equally.

Fiscal Year 2019 Annual Bonus Metric Weighting

Fiscal Year 2020 Annual Bonus Metric Weighting

Equity Incentive Awards

Equity-based compensation has been our primary long-term incentive compensation component. Our equity-based compensation is intended to retainoffer both retention incentives and long-term performance, through equity awards with a mix of time-based and performance-based vesting. We continue to believe that shared financial success in long-term incentives motivates our executive officers throughto grow revenue and earnings, enhance shareholder value and more closely align the useinterests of our shareholders and executives.

Long-Term Incentive Design.

As part of our holistic review of compensation programs in fiscal year 2017 we updated our annual equity grant structure, which was used for fiscal year 2018 and again for fiscal year 2019. The primary design change was the introduction of PRSUs into our equity program. This change in design was intended to further focus executive officers on sustained long-term growth in the coming years and to create a significant incentive to achieve key strategic priorities that the compensation committee and Board believed were critical to the Company’s transition from its legacy consumer camera markets to computer vision applications. Under the design, 50% of equity awards for the CEO (and 30% for other NEOs) was granted as performance-based restricted stock units (PRSUs) and the remainder was granted as restricted stock units subject to time-based vesting whileover multiple years. This mix balanced our emphasis on tying our long-term financial performance and shareholder value creation to the executive officer’sofficers’ financial gain. We believe thatgain, with our need to effectively retain our key talent.

For fiscal year 2019, the Board, upon recommendation of the compensation committee, established a target equity award pool, which included both time-based vesting and shared financial success are long-term incentives that motivateperformance-based restricted stock units, for our executive officersNEOs and other executives. Equity award grants were then allocated to grow revenueindividual executives based upon a number of factors, including individual performance, retention needs, historical allocations and earnings, enhance shareholder value and align the interests of our shareholders and executives. The vesting feature of our equity awards contributes to executive officer retentioncompetitive market data, as this feature provides an incentive to our executive officers to remain employed during the vesting period.follows:

Typically, stock awards are granted effective two trading days after our quarterly earnings call that discusses our most recently ended fiscal quarter financial results. The compensation committee and board of directors believe that the granting of awards after the trading window opens several days following the earnings call helps to reduce the risk that awards coincide with the possession of material,non-public information.

Below is a graphical representation of our long term equity design for fiscal year 2019:

-31-

Change in Grant Timing Results in No Awards for Fiscal 2017.Prior to fiscal 2017, equity award decisions were typically made in our third fiscal quarter. InPayout is based on achievement of five fiscal year 2017, it was decided that equity awards for executives would be made at the beginning of the fiscal year instead of the third fiscal quarter. Due to this change in timing, no equity intended to compensate for fiscal 2017 was granted to our NEOs in fiscal 2017.

Award Payouts Related to 2016 Compensation:No equity was granted in fiscal 2017 for fiscal 2017 compensation; however, there were two fiscal 2016 programs for which performance was certified in fiscal 2017.

Go Forward Long-Term Incentive Design:As part of our holistic review of compensation programs in fiscal 2017 we updated our annual equity grant structure, which will be used for fiscal 2018 and going forward. The modifications were a result of feedback received from proxy advisory firms, our independent compensation consultant, and our review of current market practices. The change in design is intended to further focus executive officers on sustained long-term growth in the coming years and to create a significant incentive to achieve key strategic priorities. Under the new design, 50% of equity for the CEO (and 30% for other NEOs) will be granted as performance stock units that will be based on objective assessment of2019 key strategic priorities as well as our three-year TSR relative to the companies in the Philadelphia Semiconductor Index. Performance on these five strategic priorities is objectively measured, and is certified by the compensation committee. For fiscal year 2019, the five strategic priorities were:

FY 2019 PRSU Strategic Goals

The payout schedule for achievement of the fiscal year 2019 strategic goals was as follows:

Performance is further modified by our three-year TSR relative to the Philadelphia Semiconductor index measured through January 31, 2021. Relative TSR performance in the bottom third of companies results in a payout decrease of 25% of target, and performance in the top third of companies results in a payout increase of 25% of target. All earned PRSUs will cliff vest, subject to continued service of the executive, following the end of the three-year TSR performance period. In addition, in order to help ensure that in the event of a potential change of control of the Company and/or an NEO’s termination of employment with us, each NEO’s focus remains closely aligned with those of our stockholders, the performance goals and time-based vesting schedules are subject to certain adjustments and accelerations in connection with a change in control or termination of the NEO’s employment in certain circumstances, as described in section of this proxy entitled “Performance-based Restricted Stock Units,” below.

Achievement of the strategic performance objectives was significant in enabling the Company to establish itself as a provider of reliable computer vision solutions for our existing and new markets, including the automotive OEM market, which was a key objective for fiscal year 2019. At the time the PRSUs were awarded, the Company believed the five performance objectives were achievable only with significant effort and focus on the part of our NEOs. Due to the tight timeframes, achievement required excellent execution and very close collaboration between the Company’s hardware and software teams, as well as the sales and marketing and operations teams. Ultimately, the Company achieved all five of the five strategic objectives, and 200% of the target PRSUs are currently projected to vest in March 2021. The final vesting amount may increase or decrease by up to 25% of the target number of PRSUs based on relative TSR performance for the period of fiscal year 2019 to fiscal year 2021.

Time-Based Restricted Stock Unit Design Detail.

One-half of equity awards for our CEO (and 70% for the other NEOs) was granted as restricted stock units subject to time-based vesting. The compensation committee and Board determined that for fiscal year 2019 and beyond, these annual restricted stock units granted to our NEOs would be expected to vest in equal quarterly installments over the three years following grant, subject to continued service of the executive.

Fiscal 2020 Changes to Performance-Based Restricted Stock Unit Program Design.

Feedback we received from shareholders emphasized that annual performance goals were not appropriate for long term equity programs. Given the timing of our annual grants, this feedback came after equity grants had been awarded to our NEOs for fiscal year 2019. Given the strong performance by the Company against the fiscal year 2019 performance goals, the fiscal year 2019 PRSUs were not modified. However, in direct response to the shareholder feedback that informed our compensation committee’s decisions for fiscal year 2020, the Company implemented the following enhancements to its equity program:

As equity is the largest component of our NEO’s compensation, we believe these changes will further focus our management team on long-term value creation for further alignment with shareholder interests. The initial equity grants to our NEOs under this modifiedrevised structure were made in March 2017 and will be reflected in fiscal 2018 compensation.2019.

Severance and Change of Control Benefits

Employment of our executive officers is “at will.” Prior to our initial public offering, we entered into severance and change of control agreements with Dr. Wang and Messrs. Laplante, Kohn and Day, pursuant to

which they are entitled to receive compensation and other benefits in connection with certain terminations of employment and terminations of employment in connection with a change of control event. Following his hiring, we entered into a change of control agreement with Mr. Eichler in substantially the same form as Mr. Laplante’s agreement.

Our goal in providing certain severance and change of control benefits is to offer sufficient cash continuity protection such that the executive will focus his full time and attention on the requirements of our business rather than the potential implications for his respective position. We prefer to have certainty and internal parity regarding the potential severance amounts payable to our NEOs under certain circumstances, rather than negotiating severance at the time that an NEO’s employment terminates. We have also determined that accelerated vesting provisions are appropriate because they will encourage our NEOs to stay focused in such circumstances, rather than the potential implications for them.

These agreements are described in more detail below under “Employment, Severance and Change of Control Arrangements.”

-32-

Broad Based Employee Benefits

We believe that establishing competitive benefit packages for our employees is an important factor in attracting and retaining highly qualified personnel. Each NEO is eligible to participate in all of our employee benefit plans generally applicable to employees on a broad basis in the country in which hethe executive is located. Our U.S.-based NEOs are eligible to participate in ourU.S.-based employee benefits plans, such as medical, dental, disability, vision, group life and accidental death and dismemberment insurance, our patent incentive program and our 401(k) plan, in each case on the same basis as otherU.S.-based salaried employees. Mr. Chen is based in Taiwan and as a result, he participates in the generally available employee benefit plans maintained for our Taiwan employees.

We do not offer excessive perquisites to any of our NEOs as that would be inconsistent with our egalitarian corporate culture.

Anti-hedging and Anti-pledging

Under our insider trading policy, our NEOs are prohibited from any hedging or similar transactions designed to decrease the risks associated with holding our securities. In addition, our NEOs may not pledge our securities as collateral for loans.

Stock Ownership Guidelines

In March 2017, we established stock ownership guidelines applicable to our NEOs andnon-employee directors. The guidelines promotespromote share ownership by requiring NEOs andnon-employee directors to attain and maintain a minimum share ownership level equal to a multiple of his or her base salary or annual cash retainer. The required ownership levels under the guidelines are as follows:

Should any NEO ornon-employee director not satisfy the stock ownership guidelines (as described above) such NEO ornon-employee director must retain at least 50% of any net shares derived from vested restricted stock or restricted stock units, exercised stock options or stock purchase plan holdings until his or her guideline is met. “Net shares” are those shares that remain after shares are sold or netted to pay the exercise price (if any) of equity awards and applicable taxes. As of MarchJanuary 31, 2017,2019, all of our NEOs andnon-employee directors satisfy their equity ownership requirements.

Clawback Policy

Our board of directorsBoard has adopted an Executive Compensation Clawback Policy. Under the policy, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws caused by misconduct, we can seek recoupment from current or former NEOs who participated in the misconduct of an amount corresponding to any performance-based compensation (including any cash bonus or equity-based awards) that the Company determines would not have been granted, vested or paid had the Company’s results as originally reported been equal to the Company’s results as subsequently restated. The policy applies to incentive compensation granted for fiscal years commencing after January 31, 2017.

Accounting and Tax Considerations

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1.0 million paid to anyour CEO, CFO and eachcertain other employees including our NEOs. While the Board and our compensation committee generally consider the financial accounting and tax implications of compensation decisions, neither element has been a material consideration in the compensation awarded to our Chief Executive Officer and three other highest paid officers in office, excluding our Chief Financial Officer, at year end. However, qualifying performance-based compensation is not subject to the deduction limitation if specified requirements are met and, in addition, certain compensation may be excluded from the deduction limitation

-33-

during the first several years after an initial public offering, if certain requirements are met. We intend to review periodically the consequences of Section 162(m), and expect to balance the desirability of having compensation qualify for deductibility with our need toNEOs historically. To maintain flexibility in structuringcompensating our executive officers in a manner designed to achieve our corporate objectives, the Board and compensation programs. As a result, we have not adopted and currentlycommittee do not expect to adopt a policy requiringrequire that all compensation be deductible.

We account for equity compensation paid to our employees under applicable accounting guidance for stock-based compensation arrangements, which requires us to estimate and record an expense over the service period of the award. Accordingly, stock-based compensation cost is measured and recorded at grant date, based on the fair value of the awards, and is recognized as an expense over the requisite employee service period.

Compensation Risk Assessment

Our compensation committee assesses and considers potential risks when considering and approving the compensation programs for our executive officers and employees. Based upon this assessment, we believe our compensation programs are structured in a manner that does not create risks reasonably likely to have a material adverse effect on us in the future. Our compensation committee retains oversight of all compensation decisions relating to our executive officers. Our compensation programs are designed with features to address potential risks while rewarding employees and executives for achieving financial and corporate objectives. The primary component of executive incentive compensation is equity awards with multiple-year vesting, which are intended to encourage long-term growth and appreciation in the value of our business and reduce the incentive for executives and other employees to take risks that might increase short-term compensation at the expense of long term companyCompany performance and results. In addition, the total amount of performance-based cash incentives is capped. Moreover, we do not offer unusual benefits or specialexcessive perquisites.

-34-

REPORT OF THE COMPENSATION COMMITTEE REPORT²⁽³⁾

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with Ambarella’s management. Based on this review and discussion, the compensation committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Ambarella’s Proxy Statement.

Andrew VerhalenD. Jeffrey Richardson (Chairman)

Hsiao-Wuen Hon

Chenming C. Hu

D. Jeffrey RichardsonTeresa H. Meng

-35-

Summary Compensation Table for Fiscal 2017Year 2019

The following table summarizes the compensation that we paid or was earned by our chief executive officer, our chief financial officer, our former chief financial officer, and each of our three most highly compensated executive officers during the 20172019 fiscal year ended January 31, 2017.2019. We refer to these executive officers in this proxy statement as our “named executive officers.”officers” (or “NEOs”).

The table below sets forth the maximum grant date fair values of the PRSUs granted to Ambarella’s NEOs in fiscal year 2019 assuming all performance conditions are achieved at maximum levels:

-36-

Grants of Plan-Based Awards for Fiscal Year 2019

The following table shows, for each of the named executive officers,NEOs, certain information concerning all plan-based awards made in fiscal year ended January 31, 2017.2019. This information supplements the information about these awards set forth in the Summary Compensation Table. Prior to our 2017 fiscal year, equity award decisions were made in our third fiscal quarter. In fiscal year 2017, it was decided that equity awards for executive officers would be made at the beginning of the fiscal year. Due to this change in timing, no equity intended to compensate for fiscal year 2017 was granted in fiscal 2017.