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

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Ambarella, Inc.

(Name of Registrant as Specified In Its Charter)

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AMBARELLA, INC.

3101 JAY STREET

SANTA CLARA, CA 95054

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On June 6, 20197, 2022

Dear Shareholder:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ambarella, Inc., a Cayman Islands company, will be held on Thursday,Tuesday, June 6, 2019,7, 2022, 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 at www.edocumentview.com/AMBA. This notice, the Notice of Internet Availability, the Proxy Statement, for our Annual Meeting of Shareholders and the 20192022 Annual Report, and the form of proxy are being made available to shareholders on or about April 26, 2019.27, 2022. 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 12, 2019.14, 2022. 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.

Potential Impact of Coronavirus (COVID-19) Pandemic on Annual Meeting

We intend to hold the Annual Meeting in person. However, developments regarding the COVID-19 pandemic may impact our ability to do so. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting, in part, by means of remote communication. We may also need to change the date or the time of the meeting. We will update shareholders through a press release and a filing with the Securities and Exchange Commission in the event of a change to the date, time or location of the Annual Meeting.

It is important that you retain a copy of the control number found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as such number will be required in order for shareholders to gain access to any meeting utilizing remote communication.

By Order of the Board of Directors

Michael Morehead

General Counsel and Secretary

Santa Clara, California

April 26, 201927, 2022

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 26, 2019,27, 2022, 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

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Ambarella, Inc.

3101 Jay Street

Santa Clara, CA 95054

PROXY STATEMENT

FOR THE 20192022 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 20192022 Annual Meeting of Shareholders (the “Annual Meeting”), and any adjournments or postponements thereof. The Annual Meeting will be held on Thursday,Tuesday, June 6, 2019,7, 2022, at 9:00 a.m. Pacific Time at our 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 12, 2019.14, 2022. All shareholders will have the ability to access the proxy materials via the Internet, including this Proxy Statement and our 20192022 Annual Report to Shareholders for the fiscal year ended January 31, 2019.2022. The Notice of Internet Availability includes information on how to access the proxy materials, how to submit your vote over the Internet or by phone or how to request a paper copy of the proxy materials. This Proxy Statement and our 20192022 Annual Report to Shareholders are available at www.edocumentview.com/AMBA. If you are a shareholder of record, you also may view these materials at http://www.envisionreports.com/AMBA.

We intend to hold the Annual Meeting in person as indicated above. However, developments regarding the COVID-19 pandemic may impact our ability to do so. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting, in part, by means of remote communication. We may also need to change the date or the time of the meeting. We will update shareholders through a press release and a filing with the Securities and Exchange Commission in the event of a change to the date, time or location of the Annual Meeting. It is important that you retain a copy of the control number found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as such number will be required in order for shareholders to gain access to any meeting utilizing remote communication.

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 at www.edocumentview.com/AMBA. If you are a shareholder of record, you also may view these materials at http://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 12, 2019.14, 2022. 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 Kevin 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.

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 three (3) nominees for Class I director receiving the most affirmative votes will be elected. All other matters submitted for shareholder approval

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

PROPOSAL 1

ELECTION OF CLASS I DIRECTORS

Ambarella’s Board of Directors, or the Board, currently has eight (8)ten (10) 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:

Dr. Teresa H. MengMs. De Greef-Safft was appointed to the Board by the remaining directors in October 2018.February 2022 and is standing for election by the shareholders for the first time. In April 2022, Dr. Meng notified the Company of her intent not to stand for re-election when her current term expires at the upcoming Annual Meeting and the size of the Board will be reduced to nine (9) members effective on the date of the Annual Meeting. The Board, upon the recommendation of the nominating and corporate governance committee, has selected Ms. De Greef-Safft, Dr. Chenming Hu Dr. Meng and Dr. Wang as nominees for election as Class I directors at the upcoming Annual 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 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 three (3) nominees for Class I director receiving the highest number of affirmative votes will be elected as Class I directors and will serve until the annual meeting of shareholders to be held in 20222025 or until their successors are elected and qualified.

The names of the nominees for election as Class I directors, who have been nominated by the Board, and the names of the 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.

Anne De Greef-Safft, has been a member of our Board since February 2022. She currently provides strategic and operational consulting services to private equity firms and their portfolio companies, a role she has had since 2018. From 2015 until her retirement in 2017, Ms. De Greef-Safft was Group President of the Food Service Equipment Group of Standex International Corporation. Prior to 2015, Ms. De Greef-Safft held four successive positions at Danaher Corporation, a global science and technology company, as President of various global operating companies over a period of 12 years. Before joining Danaher, she held various leadership positions in engineering, marketing, sales, and business development for global manufacturing companies. Ms. De Greef-Safft also serves on the boards of directors of Ag Growth International Inc., a global manufacturer of equipment & systems for agriculture bulk commodities, and Benchmark Electronics, Inc., a provider of engineering, manufacturing, and technology solutions across the entire product life cycle. Ms. De Greef-Safft earned her B.S. and M.S. degrees in Electrical Engineering from the Catholic University of Louvain (KU Leuven) in Belgium and an M.B.A. from Babson College in Massachusetts. We believe that Ms. De Greef-Safft possesses specific attributes that qualify her to serve as a member of our Board, including her extensive managerial experience in industrial markets as operating company President with Standex International Corporation and Danaher Corporation, as well as her experience serving as a board member of Ag Growth International Inc. and Benchmark Electronics, Inc.

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

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 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 Kulicke and Soffa Industries, Inc., a provider of semiconductor capital equipment, Lattice Semiconductor Corporation, a semiconductor company, and also served on the board of directors of Volterra Semiconductor Corporation,Graphcore, Ltd., a provider of power management semiconductors, from April 2011 to October 2013.semiconductor company. 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,

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Composition

The Board is currently composed of eight members.ten (10) members and will be reduced to nine (9) members effective upon the date of the Annual Meeting. The Board and its committees metmeet throughout the year on a set schedule and heldhold special meetings from time to time as appropriate. The Board held sixseven (7) meetings during the 20192022 fiscal year and also acted by unanimous written consent one time.year. 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 2019.2022. Ournon-management directors meet in regularly scheduled executive sessions without the presence of management.management in executive sessions. The lead independent director of the Board presides over each such executive session. We do not have a policy regarding directors’ attendance atUnder our Corporate Governance Guidelines, our directors are encouraged to attend our annual meeting of shareholders and one of our directors attended the Annual Meeting2021 annual meeting of Shareholders.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 Anne De Greef-Safft, Hsaio-Wuen Hon, Chenming Hu, Teresa Meng, Christopher Paisley, Jeffrey Richardson, Elizabeth Schwarting, and Andrew Verhalen, representing a majority of our directors, are independent directors under the rules of NASDAQ. In making this determination,these determinations, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with 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 Technology Officer, are not independent directors by virtue of their employment with Ambarella.

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. Verhalen has served as our lead independent director since June 2017. The Board has determined that Mr. Verhalen qualifies as an independent director under the rules of NASDAQ.

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

well as his role as a university 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 four (4) directors: Dr. Hon, Dr. Hu, Dr. Meng, and Mr. Richardson. Mr. Richardson serves as the chairman of the committee. Dr. Meng joined the committee when she was appointed to the Board in October 2018, and Mr. Verhalen departed the committee at that time. The compensation committee formally met fivefour (4) times during fiscal year 2019, and committee members also met informally on several occasions to review matters relevant to the compensation of our executive officers.2022.

The responsibilities of our compensation committee include:

Board Diversity

The Nominating and Governance Committee of the Board of Directors is committed to continuing to identify, recruit and retain highly qualified directors and director candidates with diverse experiences, tenures, perspectives, and backgrounds to join and remain on our Board of Directors. The graphics below summarize the current gender, age and tenure of our Board of Directors.

In addition, the table below provides certain information regarding the composition of our Board of Directors in the categories defined by Nasdaq Rule 5605(f). As shown below, the Company is currently in compliance with the diversity requirements of Nasdaq Rule 5605(f).

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, social and governance guidelines.guidelines and policies. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2019,2022, Dr. Hon, Dr. Hu, Dr. Meng, Mr. Richardson, and Mr. VerhalenRichardson 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 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.

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. The nominating and corporate governance committee has from time to time retained an executive search firm to assist in sourcing potential candidates for our Board.

Shareholder Nominees. 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 close of business on the 120th120^th 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 10th10^th 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.

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 and Senior Financial Officers is available to shareholders on the investor relations portion of Ambarella’s website at www.ambarella.com. 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.

Corporate Social Responsibility

We believe that social responsibility is essential for a healthy and equitable corporate culture; one that balances the interests of its various worldwide stakeholders, including employees, shareholders, partners, and customers. We are committed to sound corporate citizenship in the way we manage our people, our business and our impact on society and the environment. Our nominating and corporate governance committee oversees the Company’s development and disclosure of policies and programs relating to corporate responsibility, including environmental and social (“ESG”) matters. We are currently focusing our efforts on where we can have the most positive impact on our business and society and we are intent on managing both opportunities and risks that arise from ESG matters.

Our Workforce

Innovation is the lifeblood of our company. Since our founding in 2004, we have strived to develop leading-edge technologies using the most advanced semiconductor processes. As a fabless semiconductor company, our

people are our most important asset and we rely upon them to sustain our competitive advantage. As of April 1, 2022, we had approximately 900 employees in our worldwide workforce, approximately 75% of whom are engaged in research & development activities. Despite employees working in geographically disparate locations and differences in cultures, we strive to treat all employees as part of one team.

We are committed to ensuring the human rights of our worldwide workforce and treating all employees with dignity and respect. It is our aim to build a more diverse and inclusive workforce that fosters broad perspectives to solving challenges. We believe our compensation and benefits packages, combined with our culture that promotes teamwork, innovation and immediate hands-on experience, contribute to low employee turnover. We offer a combination of competitive base salary, time-based equity incentives and bonus plans linked to financial and strategic performance that are designed to motivate and reward personnel with annual grants of stock-based and cash-based incentive compensation awards, plus other benefits, in order to increase stockholder value and our success by motivating such individuals to perform to the best of their abilities and achieve both our short and long-term objectives.

Employees are encouraged to communicate openly with management without fear of reprisal or harassment. We pursue open communication with our employees through regular town-hall style meetings and the collection of feedback from our employees on a regular basis. All employees receive an annual performance review. We respect the rights of employees to associate freely, seek representation or join workers’ councils in accordance with local laws.

The Environment

We acknowledge our responsibility to ensure our products are designed, developed, and supplied in an environmentally safe and sound manner. We are committed to promoting environmental protection and sustainability, from the product design phase, through manufacture, sale and distribution. With innovative process technology and design, we seek to enhance sustainability through the products we provide to our customers. We aim to improve our own sustainability efforts as we pursue these goals:

Good Governance

We strive to apply strong ethical, moral and legal principles in every aspect of our business conduct. Adherence to these principles is essential to our efforts to gain and maintain the confidence and support of our employees, our customers, partners with whom we do business, and our shareholders.

We obey and comply with all laws and regulations that apply to the Company in the communities where we do business. However, this legal compliance is simply the baseline, establishing the minimum requirements for good corporate conduct. In addition to following the letter of the law, we strive to comport ourselves with integrity and transparency.

We value our shareholders’ governance view and seek to solicit feedback from our shareholders on a regular basis relating to matters that are important to them, including the compensation of our executive officers and directors and ESG topics.

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 2019,2022, ournon-employee directors received an annual retainer of $35,000, prorated for partial service in any year and paid in cash. 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. 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.annually for serving in that role. Cash retainers are paid in arrears at the end of each quarter for service during the previous quarter.

Stock Compensation. For fiscal year 2019,2022, 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,the vesting commencement date of September 15, 2021, subject to continued service through the applicable vesting dates. Accordingly, on September 4, 2018,2, 2021, each of thenon-employee directors who were then serving on the Board received a restricted stock unit award covering 5,2481,508 shares. Dr. MengOn February 1, 2022, Ms. De Greef-Safft received aan initial restricted stock unit award covering 5,248 shares, which vestswith a value of $150,000 that will vest in three equal, quarterly over 12 months, when she joined the Board in October 2018.installments on March 15, 2022, June 15, 2022 and September 15, 2022.

EquityOutstanding equity awards granted to ournon-employee directors are subject to the terms and conditions of our 20122021 Equity Incentive Plan (the “Plan”) which provides ana fiscal year annual limit of $500,000 on the total value of equity compensation and cash retainers that may be paid to each continuingnon-employee director, underwith this limit increased to $1,000,000 in the Plan. The Plan also provides an annual limitfiscal year 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.director’s initial service as a non-employee director. 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. Any equity awards or other compensation provided to an individual for his or her services as an employee, or for his or her services as a consultant other than as a non-employee director, do not count toward these limits.

Under the terms of the Plan, if awards, including those of our non-employee directors, are not assumed or substituted for in the event of a merger of change in control of the Company, all awards accelerate in full, and for awards with performance-based vesting, all performance goals or other vesting criteria are deemed achieved at 100% of target levels and all other terms and conditions met. The Plan also provides that if equity awards granted to non-employee directors are assumed or substituted for in a merger or change in control but, on or after such assumption or substitution, the individual’s status as a director (or director of the successor) is terminated other than by a voluntary termination not requested by the acquirer, the non-employee director’s equity awards immediately vest in full.

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 requires

non-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, 2019,2022, all of ournon-employee directors satisfy the equity ownership guidelines.

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, 2020,2023, 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, 20182021 and 2019,2022, respectively, all of which were approved by the audit committee:

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.

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. 1301,the Public Company Accounting Oversight Board and the SEC, 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, 2019,2022, for filing with the SEC.

Christopher B. Paisley (Chairman)

Chenming C. Hu

D. Jeffrey Richardson

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 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,shareholders, we anticipate that the next“say-on-pay” vote will be scheduled to occur at the Company’s annual meeting of stockholdersshareholders in 2020.2023.

Please see the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 22,26, the accompanying compensation tables and the narrative disclosures for greater detail about our executive compensation programs, including information about the fiscal year 20192022 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 followfollowing resolution:

RESOVLED:RESOLVED: 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 20192022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules and regulations of the U.S. Securities and Exchange Commission.Commission, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion.

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.

EXECUTIVE OFFICERS

The following table sets forth certain information about our current executive officers and their respective ages as of March 31, 2019.2022. There are no family relationships among any of our directors or executive officers.

Feng-Ming (Fermi) Wang Ph.D. and Leslie Kohn. For brief biographies of Dr. Wang and Mr. Kohn, please see “Proposal 1 – Election of Class I Directors” above.

KevinBrian C. (Casey) EichlerWhite has servedwas appointed as our Chief Financial Officer since August 2018. Prior toin April 2022. Before joining Ambarella, Mr. Eichler most recentlyWhite served as President and Chief Financial Officer of Ultra Clean Holdings, Inc. (NASDAQ:UCTT) from March 2015 to July 2016 and as ExecutiveSenior Vice President and Chief Financial Officer at Maxim Integrated Products, Inc., an integrated circuit company, from July 2009 to February 2015, where he oversaw all the financial reporting for the company, as well as business development and key customer relationships.August 2019 through its merger into Analog Devices, Inc. in August 2021. Prior to joining Ultra Clean Holdings,Maxim Integrated Products, Mr. Eichler was theWhite served as Senior Vice President and Chief Financial Officer of Credence Systems CorporationIntegrated Device Technology, Inc. (IDT) from January 2008September 2013 to November 2008, ExecutiveMarch 2019. Mr. White joined IDT in February 2007, and prior to becoming Chief Financial Officer, Mr. White served as Vice President of OperationsFinance and Treasurer of IDT. Before joining IDT, Mr. White held a variety of financial and operational management positions at a number of companies, including Nvidia, Hitachi GST, IBM and Deloitte. Mr. White holds a B.A. in Business Administration from Seattle University and an M.B.A. from the University of Notre Dame.

Chan W. Lee was a member of the Company’s founding team, and has served as Chief FinancialOperating Officer of MarketTools, Inc. from March 2006 to December 2007, andsince September 2021. Before his appointment as Chief Operating Officer, Mr. Lee served as Vice President, VLSI since February 2004. Prior to joining the Company, Mr. Lee held management-level positions at Afara Websystems, Inc., a developer of throughput-oriented microprocessor technology that was acquired by Sun Microsystems in 2002, and Chief Financial OfficerIntel Corporation, a semiconductor company. Mr. Lee holds B.S. and M.S. degrees in Electrical Engineering from Cornell University.

Chi-Hong (John) Ju was a member of MIPS Technologies Inc. from June 1998 to February 2006.the Company’s founding team, and has served as Sr. Vice President, Systems since September 2021. Prior to that, heMr. Ju served as Vice President, Software since February 2004. Before joining the Company, Mr. Ju held managementmanagement-level positions with several technology companies, including Visigenic Software, NeXT Softwareat Afara Websystems, C-Cube Microsystems, Inc., a developer of digital video processors, and Microsoft.Sarnoff Research Lab, a pioneer of video technology. Mr. EichlerJu holds a Bachelor of ScienceB.S. degree in accountingElectrical Engineering from St. John’sNational Taiwan University and a M.S. degree in Electrical and Computer Engineering from Princeton University.

Yun-Lung (Michael) Chen has served as our Vice President, Business Development since June 2011, and was Sr. Director of Sales from January 2005 to June 2011. Prior to joining Ambarella, Mr. Chen was Director of Sales for Marvell Technology, a semiconductor company, from December 2002 to October 2003. From October 1997 to October 2002, Mr. Chen served as Director of Sales for Wintech Microelectronics, a distributor of electronics. Mr. Chen holds a B.S. degree in industrial engineering from Tung Hai University in Taiwan.

Christopher Day has served as our Vice President, Marketing and Business Development since March 2010. Prior to joining Ambarella, Mr. Day was President and Chief Executive Officer of Mobilygen, Inc., a video compression company from March 2007 to October 2008, prior to acquisition by Maxim Integrated Products, Inc., and then served as Executive Director of Business Management of Maxim until March 2010. From February

2002 to February 2007, Mr. Day served as General Manager of Media Processing at NXP Semiconductors N.V., formerly Philips Semiconductor. From February 1998 to May 2001, Mr. Day served as Senior Director of Marketing forC-Cube Microsystems. Prior to joiningC-Cube Microsystems, Mr. Day held sales and marketing positions at AuraVision, Inc., Motorola, Inc., and Hitachi, Ltd. Mr. Day holds a B.S. degree in computer and microprocessor systems from Essex University in the United Kingdom, and an M.B.A. from Santa Clara University.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis⁽²⁾

This Compensation Discussion and Analysis discusses the compensation programs and policies for our named executive officers (“NEOs”) for fiscal year 2019,2022, ended January 31, 2019, who2022. Our NEOs for fiscal year 2022 were:

John Young, our Vice President, Finance, is included as an NEO for fiscal year 2022 solely due to his designation as interim principal financial officer for a portion of fiscal year 2022.

Executive Summary

Shareholder Outreach: Addressing the 2018 Say on Pay Vote.Who We Are

Since our first annual Say on Pay vote in 2015, shareholders historically have shown strong support for our executive compensation program. As such, we were disappointed with the 56.4% shareholder support we received on our 2018 Say on Pay vote. In response to this lower level of support, we engaged inAmbarella is a shareholder outreach program specifically to solicit feedback relating to our executive compensation practices. The feedback we received informed our recent compensation deliberations and decisions, resulting in the adoption of significant changes for our fiscal year 2020 NEO compensation programs. We believe these changes will better align executive pay with Company performance, focus the management team on achieving objectives that support the Company’s business transformation and emphasize long-term value creation. Details of the going forward changes to our executive compensation programs are further discussed on page 24, and details of our outreach efforts are further discussed on pages 24 – 25.

Fiscal Year 2019 Business Highlights.

We are aleading developer of semiconductor video processing solutions. Ourlow-powersystem-on-a-chip, or SoC, designs integrate HD video processing, image processing, computer vision based onsemiconductors providing powerful artificial intelligence, or AI, technologies, audioprocessing, advanced image signal processing and high-resolution video compression. Our technologies make cameras smarter - enabling features like person detection, object classification, analytics, and more - performing complex data analysis in real time, delivering high-quality imagery, and preserving vital system functions onto a single chip, delivering exceptionalresources such as power and network bandwidth. Since inception, we have primarily served human-viewing applications with video and image quality at high compression rates, differentiated functionalityprocessors for public infrastructure and low power consumption.home applications, such as internet protocol, or IP, security cameras, sports cameras, wearable cameras, aerial drones, and aftermarket automotive video recorders. In the last several years, we have focused on creating advanced AI technology that enables edge devices to visually perceive the environment and make decisions based on the data collected from cameras and, most recently, other types of sensors. This category of AI technology is known as computer vision, or CV, and our CV SoCs integrate our state-of-the-art video processor technology together with our recently developed deep learning neural network processing technology, which we refer to as CVflow^®. Our platform enables the creationdevelopment efforts are now focused on SoCs that provide both human viewing and computer vision functionality. Our computer vision-based technologies are allowing us to address a broader range of high-qualitymarkets and applications requiring AI video camerafeatures, including professional and capture devices inhome IP security cameras, a variety of markets.automotive cameras, and industrial and robotic markets and applications.

Fiscal Year 2022 Business Highlights

Our business transformation from human-viewing applications to CV-centric products continued to gain significant traction in fiscal year 2019. While our revenue in the past several years has been driven primarily by sales into specialized video and image capture devices, such as IP security cameras, wearable cameras, automotive aftermarket cameras, and camera enabled drones, we believe that our long-term success will be dependent upon moving beyond our traditional consumer camera markets, which recently have been characterized by short product cycles, consolidation and slowing growth. To this end, we have expended substantial time and resources on the development ofAI-based computer vision technology that we believe will provide us with significant opportunities in new markets, such as the OEM automotive market and industrial and robotics applications.2022. Business highlights included:

Implementing Shareholder Feedback in Our Compensation Structure

Since our 2018 annual bonus paidshareholder meeting, which took place during our 2019 fiscal year, we have sought to engage with shareholders to solicit feedback relating to executive compensation and corporate governance practices.

In early 2021, we reached out to executives: Based upon25 of our top institutional shareholders who, in the Company’s fiscal yearaggregate, held 49% of our stock at February 15, 2021 to engage on matters relating to our new 2021 Equity Incentive Plan (approved by shareholders at our 2021 annual shareholder meeting) and to solicit feedback on other matters. The result of this outreach was meetings with four shareholders, who in the aggregate held 16.25% of our stock at February 15, 2021. The Board considered this shareholder feedback when determining the number of shares sought to be included in the pool of the new equity plan, as well as other matters that our shareholders see as priorities.

Our Say on Pay proposal has received strong support since 2019. Our Say on Pay proposals at the 2019, financial performance,2020 and 2021 annual shareholder meetings resulted in a votes of approximately 94%, 91% and 93%, respectively, in favor of the executive bonus pool was funded at 18.7% of target.compensation program. In light of such consistently strong support, we maintained the Company’s financial performancestructure of our executive compensation program for fiscal year 2022.

Aligning Pay for Performance

The cornerstone of our executive compensation program is pay for performance. Accordingly, while we pay competitive base salaries and other benefits, a desiresignificant portion of each of our NEOs’ compensation opportunity is based on variable pay in the form of performance-based bonuses and long-term equity awards. As discussed above, our business has been undergoing a transition from our legacy consumer camera markets, such as wearable cameras and camera enabled drones, to ensureAI-based CV applications for professional, automotive, and industrial and robotic applications. This multi-year effort has presented retention ofnon-executive talent,challenges and despite positive traction made in fiscal year 2022 is imperative to continue to galvanize our employees and executives around the Board, upon recommendation ofstrategic initiatives during this transformation, particularly as we try to further penetrate the compensation committee and the management team, allocated all of the funded executive bonus pool to ournon-executive bonus pool.OEM automotive market, which is a relatively new market for us. We also recognize that sustainable long-term growth is significant for shareholders. As a result, no cash bonuses were paid to executives for fiscal year 2019.

What We Heard and How We Responded.

The feedback we received from shareholders on our executive compensation program has informed our compensation committee’s recent deliberations and decisions, resulting in the adoption of several significant changes for our fiscal year 2020 NEO compensation programs, as summarized in the table below:

Going Forward Shareholder Outreach

The compensation committee is committed to engaging with shareholders regularly on executive compensation and corporate governance matters. We also conduct ongoing reviews of our corporate governance policies, practices and market trends. We will continue our shareholder outreach program and envision our engagement cycle to be similar to the process conducted this year, with active engagement in the Fall and Winter

appropriate for the Company given our business, industry, size, growth, and other factors. We have engaged an independent compensation consultant since our initial public offering, including for fiscal year 2019,2022, which assists our compensation committee in determining executive compensation. Over the last few years, we have considered and used different types of equity awards to grant our NEOs, as we strive to establish a mix that continues to appropriately emphasize pay for performance, compensation that is competitive with the market and provide appropriate incentive to drive our business success and retain our key talent. Consistent with our continued focus on performance, our compensation committee and the board of directors have made only one 5% adjustment to our NEOs’ base salaries since our initial public offering, except in the case of the appointment of a new executive officer.

Peer Companies

In setting executive compensation for fiscal year 2019,2022, our compensation committee considered the compensation data gathered by Semler Brossy Consulting Group, LLC (“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 peer group’s primary purpose is to inform on pay program design, relationship of pay and performance, and equity usage at companies with which the Company competes for customers and/or executive talent. The Company’s

During fiscal year 2021, the compensation committee retained the fiscal year 2020 peer group, which was intended to align with the Company’s market cap, revenues, industry and growth profile. As a result, the peer group was formed among semiconductor companies with revenue 1/3 to 3 times the revenue of the Company. This peer group was used for the basis of fiscal year 2019 consisted2022 compensation decisions, including related to fiscal year 2022 base salary and fiscal year 2022 equity grants, until a new peer group was approved in November 2021.

Peer Group During First Portion of the following 15 companies:

Fiscal Year 2019 Peer Group2022

The Role of the Compensation Committee and Board of Directors

The compensation committee is responsible for the executive compensation program for our executive officers. The compensation committee formally met four times during fiscal year 2019, and also met informally on several occasions,2022, 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 theThe meetings also included members of our compensation consultant (as described below). Typically, theThe compensation committee reports to the Board on its discussions and actions and, in some cases, recommends to the Board the decisions to be made and other actions to be taken with regard to our executive officers’ compensation. Our compensation committee’s recommendationsdecisions 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 and the competitive market for executive talent. The Board (or the independent members regarding 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’NEOs’ 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 management’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 approves or makes recommendations to the Board as to each executive officer’sNEO’s total compensation, as well as each individual compensation component.

between current and long-term compensation, or between cash and equity compensation.various equity-based awards. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our executive officersNEOs to deliver superior performance and retain them to continue their careers with us on a cost-effective basis.

Our 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.NEOs. In reviewing and setting the executive compensation for fiscal year 2019,2022, our compensation committee and Board 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 cashannual 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 20192022 include (additional details regarding these changes are provided in the sections that follow):

Our NEOs remained unchanged since our initial public offering in Octoberdid not receive salary increases from fiscal year 2012 (or the NEO’s later appointment as an officer, as applicable) throughto fiscal year 2018. As part ofBased upon market data that executive salaries were trailing behind market, the compensation committee’s review of market pay levels, basecommittee has approved increases to NEO salaries for our NEOs were increased 5%the last four years, including increases for fiscal year 2019.2022. The Board approved a significant increase in the annual base salary for our CEO for fiscal year 2022 (setting his annual base salary at $550,000), based on comparison to peer companies and in recognition of performance of the company in its transition to CV-centric applications and markets. The compensation committee also approved base salary increases of approximately 3.3% for our other NEOs. The 3.3% increase in NEO salaries was below the increase for the Company’s general employee population. The following table sets forth the annual base salary for each of our NEOs for fiscal year 2019:2022:

Annual Performance-Based Cash Bonuses

Our NEOs 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 performance.

Once achievement of these performance goals has been certified by the Board,compensation committee, the target bonus pool size is adjusted tobased upon the level of achievement. In prior years, the pool for executives was adjusted between a threshold of 70% and a maximum of 135%.200% based on the level of achievement. For fiscal year 2022, the target bonus pool shifted to a range of 0 – 150% of target, to align with the bonus pool for the broader employee base. The pool is then distributed to individual executivesNEOs as determined by the Boardcompensation committee, with input from the CEO, based on factors such as historical allocation, the executive’sindividual’s role and individual contribution to the Company’s financial results.results and strategic objectives. The CEO determined, based on similar factors, the bonus allocation for Mr. Young, pursuant to the compensation committee’s delegation of authority to the CEO to determine non-executive officer bonuses. Based on his status as interim principal financial officer for a portion of fiscal year 2022, Mr. Young’s bonus was subsequently reviewed and approved by the compensation committee. Dr. Wang’s bonus award, as CEO, is recommend by the compensation committee and approved by the Board.

Performance Metric Selection and Goal Setting.

Consistent with recent years,As noted above, for fiscal year 2022, the executive bonus program was based upon three equally-weighted performance goals under the Fiscal Year 2019 Annual Bonus Plan includedmetrics: (i) annual revenue, (based on GAAP) and(ii) annual operating profit, before bonus accruals, (anon-GAAP metric), which were equally weighted.and (iii) a set of five strategic objectives. These performance objectives were chosen because the compensation committee and Board believe that these are important financial metrics that reflect our performance as a growing company.company and indicators of successful execution of our annual operating plan. While revenue remained an important focus for the Company’s overall business success, the operating profit goal also was important to ensure that the pursuit of revenue and research & development was balanced with efforts in achieving profitable 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 and excluding bonus accruals. The strategic goals metric is a measure consisting of five short-term strategic objectives significant to the Company’s transition from traditional image and video processors to CV-based solutions for a broader range of markets, which we believe will create long term value.

For fiscal year 2019, we set a revenueThe compensation committee established threshold, target and maximum achievement levels for each of $261.5 million and an operating profit targetthe three performance metrics. Once achievement of $29.6 million. In setting these targets,performance goals has been certified by the compensation committee, the target executive bonus pool size is adjusted to between 0% and Board considered our then-current operating plana maximum of 150% based upon the level of achievement. Failure to achieve threshold performance of any specific metric would result in no payout for fiscal year 2019, then-current forecaststhat portion of the bonus pool, and projections,failure to achieve threshold performance on all metrics would result in none of the bonus pool becoming payable. Funding of the target pool size between performance goals is based on a linear interpolation. The executive bonus pool funding levels resulting from performance achievement for the two financial performance metrics were as well as prevailing industry conditions. follows:

Revenue

Non-GAAP Operating Profit

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. The targets for fiscal year 2022 represented significant increases over the prior year’s results, including a 26% increase in revenue at target and a 260% increase in operating profit at target. At the time of the compensation committee’s goal setting, there was significant uncertainty regarding the extent of potential disruption to worldwide markets and industries as a result of the COVID-19 pandemic and ongoing supply chain challenges in the semiconductor industry. The compensation committee also acknowledged that the Company was squarelystill in the midstearly stages of adoption of its new CV products and transition from its traditionalto new markets focused on CV applications.

For the Fiscal Year 2022 Annual Bonus Plan, the five strategic objectives related to the long-term success of the Company’s business transition and were as follows (with points assigned for achievement):

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%strategic objectives-related portion of the bonus pool becoming funded and payable. Thresholdwas scheduled to fund as follows (with linear interpolation of funding amounts for 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 ofbetween the thresholdlisted performance goals would result in none of the bonus pool becoming payable. Payouts between performance targets is based on a linear interpolation. achievement amounts):

Under our Fiscal Year 20192022 Annual Bonus Plan, our compensation committee and board of directorsBoard had the discretion to reduce, eliminate or increase the size of the bonus pool and the individual bonuses. No upward discretionary adjustments were madeThe compensation committee did not make any changes to the bonus poolperformance metrics for fiscal year 2019.2022.

professional IP security camera and automotive markets. The higher than target level for the operating profit goal, but exceeded the minimum threshold, resulting in a partial funding of the bonus pool for the operating profit metric. The primary drivers of the Company falling short of the financial targets were greater than anticipated declines inwas primarily due to increased revenue from wearable camera markets, including the sports camera, virtual reality andnon-sports wearable camera markets, as well as general weakness incontrol over operating costs. We achieved or partially achieved 4 of the drone market, primarily among smaller customers. For the year, the declines in5 strategic objectives, including: achieving more than 25% of total revenue from CV solutions; securing design wins for consumer IP security camera, robotic, access control and warehousing applications using the consumer camera markets accounted for more than 100%Company’s new CV solutions; product development milestones relating to our CV3 domain controller SoC; and product development milestones related to our computer vision application system. Based on these results, the compensation committee determined the percentage achievement of each performance metric and the revenue decline from fiscal year 2018.corresponding payout factor:

Individual Bonus Opportunity.Opportunity

Typically, actual allocationAfter the total funding level of the executive bonus pool had been determined, our CEO met with the compensation committee and provided recommendations with respect to individual executive officers, including ourbonus allocations for NEOs is made byother than himself. The compensation committee considered these recommendations, as well as historical allocations, 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’sexecutives’ individual contributioncontributions 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,industry.

The compensation committee recommended to the Board determined, based upon recommendation from the annual bonus award for our CEO set forth in the table below, which was approved by the independent members of the Board. The compensation committee following input from Dr. Wang, no cash bonuses would be paidalso determined to make annual bonus awards to our NEOs. Instead,other NEOs set forth in 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 discussedtable below.

ChangesBonus awards were paid out to Fiscal Year 2020 Performance-Based Cash Bonus.

In discussing our executive compensation program with shareholders following our 2018 annual meeting, we heard that the annual strategic performance goals usedNEOs, as well as other high- and mid-level employees, in our PRSUs were better suited for an annual compensation program. Accordingly, for fiscal year 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

Long-Term Incentive Design.

As part of our holistic review of compensation programsBeginning in fiscal year 20172018, we updatedredesigned our annual executive equity grant structure which was used for fiscal year 2018to include both restricted stock units (RSUs) 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). Since fiscal year 2020, all NEOs have received 50% of the equity awards as PRSUs and the remainder was granted50% as restricted stock units subject to time-based vesting over multiple years. ThisRSUs. We believe this mix balancedbalances our emphasis on tying our long-term financial performance and shareholder value creation to the executive officers’ financial gain, with our need to effectively retain our key talent.talent in a highly competitive market.

For the fiscal 2022 PRSU awards, TSR is calculated using a 50-day average at February 1, 2021 and January 31, 2024. If the relative TSR performance of our ordinary shares for the three-year period of February 1, 2021 to January 31, 2024 is equal to the TSR of the median company of the SOXX index over the same period, then 100% of the target number of PRSUs will vest, subject to the executive remaining in service with the company through the vesting date. If the relative TSR performance of our ordinary shares for the three-year period is 25 percentage points better than the TSR of the median company of the SOXX index over the same period, then 200% of the target PRSUs will vest. If the relative TSR performance of our ordinary shares for the three-year period is 25 percentage points worse than the TSR of the median company of the SOXX index over the same period, then 0% of the target PRSUs will vest. For relative TSR performance between these specified threshold and maximum points, the compensation committee will determine the percentage of the target number of PRSUs through straight-line interpolation.

Following the end of fiscal year 2022, the compensation committee certified the relative TSR performance of our ordinary shares under PRSUs granted in 2019 for the three-year period from February 1, 2019 to January 31, 2022. The initial grants undercompensation committee certified the Company’s TSR performance over this revised structure were madeperiod at approximately 371%, which was 115% above the median company in the SOXX Index. As a result of this TSR performance, the PRSUs granted in 2019 paid out at 200% of target when the PRSUs vested in March 2019.2022.

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, Lee, and Day,Ju, pursuant to

program and our 401(k) plan, in each case on the same basis as other U.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.NEOs.

Anti-hedging and Anti-pledging

Under our insider trading policy, all of our directors and executive officers, including all of 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, weWe have established stock ownership guidelines applicable to our NEOs andnon-employee directors. The guidelines promote 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 January 31, 2019,2022, all of our NEOs andnon-employee directors satisfy their equity ownership requirements.

Accounting for Stock-Based Compensation

We accountfollow FASB ASC Topic 718, Compensation - Stock Compensation, for equityour stock-based compensation paidawards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payments made to our employees under applicableand the members of our Board based on the grant date “fair value” of these awards. This calculation is performed for financial accounting guidance for stock-basedpurposes and reported in the compensation arrangements, whichtables below, even though recipients may never realize any value from their awards. FASB ASC Topic 718 also requires us to estimate and record an expense overrecognize the service period of the award. Accordingly, stock-based compensation cost is measured and recorded at grant date, based on the fair value of theour share-based compensation awards and is recognized as an expensein our income statements over the requisite employee service period.

COMPENSATION COMMITTEE REPORT²

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.

D. Jeffrey Richardson (Chairman)

Hsaio-Wuen Hon

Chenming C. Hu

Teresa H. Meng

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 Company performance and results. In addition, the total amount of performance-based cash incentives is capped. Moreover, we do not offer excessive perquisites.

Summary Compensation Table for Fiscal Year 20192022

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 20192022 fiscal year ended January 31, 2019.2022, as well as our Vice President, Finance, who is included solely due to his designation as interim principal financial officer for a portion of fiscal year 2022. We refer to these executive officers in this proxy statement as our “named executive 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 20192022 assuming all performance conditions are achieved at maximum levels:levels and based upon the fair market value of the awards on the date of grant: