CEO Fumihide Esaka was paid $6,271,304 in fiscal year 2025, ↑ up 128.5% from fiscal year 2024 (SEC filing 0001193125-26-170349 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$6,271,304 ↑ Fumihide Esaka total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Fumihide Esaka | $832,166 | $513,800 | $4,746,040 | $0 | $0 | $0 | $179,298 | $6,271,304 |
| Chief Executive Officer | ||||||||
| Jeff Winzeler | 270,979 | 360,073 | 1,563,157 | 1,992,909 | 0 | 0 | 20,000 | 4,207,118 |
| Chief Financial Officer | ||||||||
| Scott Hanson | 433,506 | 413,540 | 2,487,748 | 0 | 0 | 0 | 0 | 3,334,794 |
| Chief Technology Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Fumihide Esaka | $6,271,304 | $2,744,676 | — | ↑ +3,526,628 |
| Jeff Winzeler | 4,207,118 | — | — | — |
| Scott Hanson | 3,334,794 | 1,216,381 | — | ↑ +2,118,413 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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This is the complete answer, not a partial one — the list is never padded.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Joseph Tautges | Independent Director | $70,714 |
| Ker Zhang, Ph.D | Independent Director | $30,000 |
| Timothy Chen | Independent Director | $36,547 |
| Wen Hsieh, Ph.D | Chair of the Board | $39,583 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Fumihide Esaka | RSU | 159,907 | — | $4,557,350 |
| Scott Hanson | RSU | 83,819 | — | 2,388,842 |
| Jeff Winzeler | RSU | 52,667 | — | 1,501,010 |
| Fumihide Esaka | Option | 51,766 | 12.6 | — |
| Jeff Winzeler | Option | 95,238 | 16.8 | — |
| Scott Hanson | Option | 19,344 | 12.6 | — |
The company considers market compensation for comparable positions, historical compensation levels, individual performance, and the desire to motivate employees to achieve short- and long-term results in the best interests of stockholders. The company does not target a specific competitive position or a specific mix of compensation among base salary or bonus.
| CEO STI target (% of salary) | NaN% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensia |
| Clawback policy | The Company has adopted an Incentive Compensation Recoupment Policy compliant with NYSE Listing Rules and SEC rules under Dodd-Frank. It requires recovery of incentive compensation erroneously received during the three-year lookback period in the event of an accounting restatement due to material noncompliance with financial reporting requirements. Recoupment is required regardless of fault or misconduct. |
| Anti-hedging | Directors, executive officers, employees, and their designees may not hedge their ownership of company stock, including through financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. |
| Anti-pledging | Directors, executive officers, employees, and their designees may not purchase company stock on margin, borrow against company stock held in a margin account, or pledge company stock as collateral for a loan. |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-08 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-08 | —a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Joseph TautgesIndependent · Audit · Nominating and Corporate Governance | $60,000 | $10,714 | — | — | — | $70,714 |
| Wen Hsieh, Ph.DIndependent · Board Chair | 39,583 | 0 | — | — | — | 39,583 |
| Timothy ChenIndependent · Audit (Chair) · Compensation | 25,833 | 10,714 | — | — | — | 36,547 |
| Ker Zhang, Ph.DIndependent | 30,000 | 0 | — | — | — | 30,000 |
| Scott Hanson, Ph.DEmployee director | — | — | — | — | — | 0 |
| Fumihide EsakaEmployee director | — | — | — | — | — | 0 |
| Bernard B. Banks, Ph.DIndependent · Audit · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $300,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 10,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $155,416 |
| Equity awards (grant-date value) | $21,428 |
| All other compensation | $0 |
| Total cost of the board | $176,844 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Ambiq Micro | 2025 | Fumihide Esaka | $832,166 | $4,746,040 | $0 | $0 | $6,271,304 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Fumihide Esaka | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Executive Compensation”. As printed: 6,271,304. Filing ↗machine: r2 · c14 · span 383377–383386 |
| 2 | Section 01, Jeff Winzeler | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Executive Compensation”. As printed: 4,207,118. Filing ↗machine: r4 · c14 · span 394042–394051 |
| 3 | Section 01, Scott Hanson | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Executive Compensation”. As printed: 3,334,794. Filing ↗machine: r6 · c14 · span 404543–404552 |
| 4 | Section 07, pay ratio | 10-K | 2026-03-05 | 0001193125-26-094004 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, Joseph Tautges | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Director Compensation”. As printed: 70,714. Filing ↗machine: span 595057–595265 |
| 6 | Section 08, Wen Hsieh, Ph.D | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Director Compensation”. As printed: 39,583. Filing ↗machine: span 583105–583313 |
| 7 | Section 08, Timothy Chen | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Director Compensation”. As printed: 36,547. Filing ↗machine: span 599650–599858 |
| 8 | Section 08, Ker Zhang, Ph.D | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Director Compensation”. As printed: 30,000. Filing ↗machine: span 587703–587911 |
| 9 | Section 08, Scott Hanson, Ph.D | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 08, Fumihide Esaka | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Bernard B. Banks, Ph.D | DEF 14A | 2026-04-22 | 0001193125-26-170349 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-04-22 | 0001193125-26-170349 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 13 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 14 | Section 09b board cost (computed) | Computed | — | — | Cash 155,416 + equity 21,428 + all other 0 = 176,844, summed across the director compensation table rows.machine: formula: Σ = 176,844 |
| 15 | Ambiq Micro (subject), Section 10b CEO total | DEF 14A | 2026-04-22 | 0001193125-26-170349 | CEO total compensation as printed in Ambiq Micro's own proxy. As printed: 6,271,304. Filing ↗machine: r2 · c14 · span 383377–383386 |
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