Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On March 28, 2022, Ambarella, Inc. (the "Company") announced that Brian White
has joined the Company and will be appointed as the Chief Financial Officer of
the Company, effective after Ambarella files its fiscal year 2022 Annual Report,
which is estimated to be filed on April 1st. Mr. White succeeds Casey Eichler,
who passed away earlier this month while on a leave of absence for health
reasons since November 9, 2021.
Mr. White, 57, served as Senior Vice President and Chief Financial Officer at
Maxim Integrated Products, Inc., an integrated circuit company, from August 2019
through its merger into Analog Devices, Inc. in August 2021. Prior to Maxim
Integrated Products, Mr. White served as Senior Vice President and Chief
Financial Officer of Integrated Device Technology, Inc. (IDT) from September
2013 to March 2019. Mr. White joined IDT in February 2007, and prior to becoming
Chief Financial Officer, Mr. White served as Vice President of Finance 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.
On March 18, 2022, the Company entered into an employment letter with Mr. White
(the "Employment Letter"). The Employment Letter does not have a specific term
and provides that Mr. White's employment will be at-will. Under the Employment
Letter, the Company will pay Mr. White an annual base salary of $360,000, which
shall be subject to review and adjustment based upon the Company's normal
performance review practices. Mr. White shall participate in the benefit
programs generally available to employees of Ambarella, including Ambarella's
401(k) plan, health insurance and life and disability insurance.
The Employment Letter provides that, subject to the approval of the Company's
board of directors or its authorized committee (the "Board"), the Company will
grant Mr. White an award of 80,000 restricted stock units ("RSUs"), which award
shall vest as to 25% of the RSUs on the one-year anniversary of the vesting
commencement date and 1/16th of the RSUs each quarter thereafter, in all cases,
subject to Mr. White'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 Company's 2021 Equity
Incentive Plan (as may be amended by the Board) and the applicable form(s) of
RSU agreement.
The Employment Letter also provides that Mr. White will be eligible to
participate in the Company's Fiscal Year 2023 Annual Bonus Plan, once adopted by
the Board. The Company will enter into its standard form of Change of Control
and Severance Agreement with Mr. White, with certain modifications, including
modifications to the equity vesting acceleration provisions and the definition
of "Good Reason" (the "Severance Agreement"). The Company will also enter into
its standard form of Indemnification Agreement with Mr. White, a copy of which
is filed as exhibit 10.4 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 2021, filed on March 31, 2021.
Effective upon his appointment as Chief Financial Officer of the Company,
Mr. White will be designated as an "officer" as such term is used within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended.
There are no other arrangements or understandings between Mr. White and any
other persons pursuant to which Mr. White was appointed as Chief Financial
Officer of the Company. There are no family relationships between Mr. White and
any director or executive officer of the Company, and he has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
The foregoing summary of the Employment Letter and Severance Agreement are
subject to, and qualified in their entirety by, the full text of the Employment
Letter and Severance Agreement, which will be filed as exhibits to a subsequent
periodic report filed with the SEC.
A copy of the press release relating to the appointment of Mr. White is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated March 28, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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