Fiscal year 2025 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.
This is the complete answer, not a partial one — the list is never padded.
| 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 | — | — | — |
| Jeff Winzeler | 4,207,118 | — | — | — |
| Scott Hanson | 3,334,794 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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 | — |
We consider compensation for comparable positions in the market, historical compensation levels, individual performance, and our desire to motivate employees to achieve short- and long-term results aligned with stockholder interests.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | — | 185,800 | — | — | — | — |
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 | — | —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 | — |
| 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 | — |
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.
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 06, 2026 vote | Form 8-K | 2026-04-22 | 0001193125-26-170349 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 6 | 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 |