| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 18, 2023, Ambarella, Inc. (the “Company”) announced that Brian White, Chief Financial Officer of the Company, will retire at the end of the current fiscal year. The Company also announced that John Young, the Company’s current Vice President of Finance, has been elected to succeed Mr. White as Chief Financial Officer effective as of February 1, 2024.
Mr. Young, 52, has served as the Company’s Vice President of Finance since December 2019 and previously served as the Company’s Corporate Controller from March 2017 to December 2019. Mr. Young also served as the Company’s Principal Accounting Officer and Principal Financial Officer from November 2021 until April 2022. Prior to joining Ambarella, Mr. Young served in a variety of roles at Mellanox Technologies, a supplier of computer networking products, from 2009 to 2016, including most recently as Corporate Controller. Mr. Young holds a B.A. in Spanish translation from Brigham Young University and an M.S. in accountancy from San Jose State University.
Terms of Departure with Mr. White
On October 17, 2023, the Company entered into a separation agreement and release with Mr. White (the “Separation Agreement”). The Separation Agreement, which includes a release of claims in favor of the Company and other released parties, provides that, in connection with Mr. White’s separation of employment and subject to his continued employment with the Company through January 31, 2024 (or any earlier date determined by the Company in its discretion) and execution following his separation of a supplemental release of claims in favor of the Company and other released parties, Mr. White will receive the following in connection with his separation of employment: (a) except as noted below, a lump sum payment in the amount of $630,000, representing 12 months of his base salary plus his target bonus under the Company’s fiscal year 2023 bonus program, less applicable payroll deductions; (b) vesting acceleration of restricted stock units (“RSUs”) previously awarded to Mr. White under the Company’s 2021 Equity Incentive Plan (as may be amended by the Board, the “Plan”) (not including performance-based restricted stock units (“PSUs”)) to the extent Mr. White would have vested in such awards had he remained employed with the Company through January 31, 2025; and (c) payment of continued benefits under COBRA for a period of up to twelve months. At its sole discretion, the Company may elect, in lieu of the cash payments specified in (a) of the preceding sentence (the “Cash Payment”), to issue Mr. White an award of RSUs covering a number of shares equal to (i) 110% of the Cash Payment divided by (ii) the closing price of the Company’s ordinary shares on the last trading day immediately prior to his separation date. Such RSUs will vest subject to his continued employment with the Company through January 31, 2024 (or any earlier date determined by the Company in its discretion) and execution of a supplemental release of claims in favor of the Company and other released parties.
Mr. White is retiring for personal reasons and not due to any disagreements between Mr. White and the Company. His departure is not related to the operations, policies or practices of the Company or any issues regarding accounting policies or practices.
Terms of Appointment with Mr. Young
On October 17, 2023, the Company entered into an employment letter with Mr. Young (the “Employment Letter”), which provides for compensation arrangements effective upon him assuming the role of Chief Financial Officer. The Employment Letter does not have a specific term and provides that Mr. Young’s employment as Chief Financial Officer will be at-will. Under the Employment Letter, the Company will pay Mr. Young an annual base salary of $300,000, which will be subject to review and adjustment from time to time by the Company’s board of directors (the “Board”) or its Compensation Committee (the “Committee”). Mr. Young will be eligible to participate in the Company’s bonus plan with an annual bonus target of 70% of his base salary. In addition, the Board or Committee may award Mr. Young discretionary bonuses as it deems appropriate from time to time. Mr. Young will continue to be eligible to participate in the benefit programs generally available to employees of Ambarella, including Ambarella’s 401(k) plan, health insurance and life and disability insurance, subject to their applicable terms and conditions.
The Employment Letter provides that, subject to the approval of the Board or the Committee, the Company will grant Mr. Young an award of 30,000 restricted stock units (“RSUs”) in connection with his assumption of the role of Chief Financial Officer, which award will be scheduled to vest quarterly over four years, subject to Mr. Young’s continuous service with the Company or its subsidiaries or affiliates from the grant date through the applicable vesting date. The award will be subject to the terms and conditions of the Plan and the applicable form of RSU agreement. The Employment Letter also provides Mr. Young will be eligible to receive equity awards in the form of RSUs and/or PSUs as part of the Company’s annual compensation practices. For fiscal year 2025, such awards will have an aggregate target value of $1,850,000 and will be subject to the terms and conditions of the Plan and the applicable form of RSU agreement, including applicable vesting terms and conditions as determined by the Board or the Committee. The Board or Committee will determine whether Mr. Young will be granted additional equity awards in the future, and the terms and conditions of any such awards.
