DEF 14A of Rambus Inc, Mar 7, 2025

DEF 14A of Rambus Inc

Filed Mar 7, 2025 · FY20240001193125-25-049846

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS As of the date of this proxy statement, our Board of Directors is composed of seven members who are divided into two classes with overlapping two-year terms. At each annual meeting of stockholders, a class of directors is elected for a term of two years to succeed those directors whose terms expire on the annual meeting date. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Any additional directorships resulting from an increase in the number of directors will be distributed among the two classes so that, as nearly as possible, each class will consist of an equal number of directors. Any vacancy occurring mid-term will be filled by a majority of the other current members of the Board of Directors. There is no family relationship between any of our directors. As of the date of this proxy statement, we have three Class II directors and four Class I directors.

  2. ELECTION OF DIRECTORS

    | Nominees | Three Class II directors are to be elected during the Annual Meeting for a two-year term ending in 2027. Based on the recommendation of our Corporate Governance/Nominating Committee, our Board of Directors has nominated Emiko Higashi, Steven Laub, and Eric Stang for election as Class II directors. If any of these persons nominated by the Board of Directors is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for a substitute nominee or nominees designated by the Board of Directors. | | Vote Required | The Company’s bylaws provide that in uncontested elections, a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. The Board of Directors, after taking into consideration the recommendation of the Corporate Governance/Nominating Committee of the Board of Directors, will determine whether or not to accept the pre-tendered resignation of any nominee for director, in an uncontested election, who receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election. There are no cumulative voting rights in the election of directors. Stockholders as of the Record Date may vote their shares for or against some, all or none of the Class II nominees. In the election of directors, any abstentions or broker non-votes in respect of a nominee will not impact the election of that nominee. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. | | Recommendation of the Board of Directors | The Board unanimously recommends that you vote “FOR” the election to the Board of Directors each of our Class II nominees: Emiko Higashi, Steven Laub, and Eric Stang. | | Information About Nominees and Other Directors | The members of our Board of Directors have deep executive and board leadership experience derived from their respective tenures as executives and directors of technology companies of various sizes. The following table contains information regarding the Class II nominees and other directors as of March 7, 2025. This information includes the specific experience, qualifications, attributes, and skills that led to our Board of Directors’ conclusion that the person should be nominated to serve as a director. |

  3. Nominees for Class II Directors

    Nominees for Class II Directors

  4. Nominees for Class II Directors

    | Name | Age | Principal Occupation and Business Experience | | Emiko Higashi | 66 | Ms. Higashi has served as a director since May 2017. Ms. Higashi currently serves as the chair of our Corporate Governance/Nominating Committee and member of our Audit Committee and Corporate Development Committee. Ms. Higashi is a founder of Tohmon Capital Partners, LLC (formerly Tomon Partners, LLC), a strategy and M&A advisory firm based in San Francisco and primarily serving companies in technology and healthcare-related fields since 2003. Ms. Higashi also serves on the boards of One Equity Partners Open Water I Corp (OEPW.U), where she also serves on the Audit Committee, as Chair of the Compensation Committee and Nomination Committee; Takeda Pharmaceutical Company Ltd. (TSE/NYSE), where she also serves on the Compensation Committee and Audit Supervisory Committee; and KLA Inc. (Nasdaq), where she also serves on the Audit Committee. Ms. Higashi also served as a director on the board of InvenSense, Inc. until May 2017. Prior to Tohmon Capital Partners, she was a co-founder and Chief Executive Officer of Gilo Ventures, a technology-focused venture capital firm, from 2000 to 2002. Before that, Ms. Higashi spent 15 years in investment banking. After beginning her investment banking career at Lehman Brothers from 1985 to 1988, Ms. Higashi was a founding member of Wasserstein Perella & Co. and the head of that firm’s technology M&A business from 1988 to 1994, and subsequently served as a managing director in charge of Merrill Lynch’s global technology M&A practice from 1994 until 2000. Prior to her investment banking career, Ms. Higashi spent two years as a consultant at McKinsey & Co. in Tokyo, Japan. She has also served on a number of other public and private boards. Ms. Higashi holds a B.A. from International Christian University in Tokyo, and an M.B.A. from Harvard Business School. Ms. Higashi’s experience in investment banking and finance, as a director of several publicly traded companies, and as a founder and partner of a venture capital firm, led the Board of Directors to conclude that she should serve as a director. | | Steven Laub | 66 | Mr. Laub has served as a director since April 2022. He currently serves as the chair of our Cyber Risk Committee and as a member of our Compensation and Human Resources Committee and Corporate Development Committee. He is an accomplished executive with over 25 years of semiconductor industry leadership experience. Prior to serving on the Advisory board at IPV Capital, a semiconductor private equity firm, from 2017 to 2020, Mr. Laub served as president, chief executive officer and member of the board of directors at Atmel Corporation, a leader in microcontroller, automotive and memory solutions, from 2006 until its acquisition in 2016. While at Atmel, he also served as a board member of the Semiconductor Industry Association (SIA) from 2011 to 2016. Prior to Atmel, he served as the Executive Chairman of Teridian Semiconductor, a provider of mixed-signal ICs focused on the energy management and communications markets, from 2005 to 2006. |

  5. Nominees for Class II Directors

    | Name | Age | Principal Occupation and Business Experience | | | | Mr. Laub served as president, chief executive officer and board member of Silicon Image, a leading provider of multimedia connectivity solutions, from 2004 to 2005. He also served in executive management positions including as president, chief operating officer and board member at Lattice Semiconductor Corporation, a leading provider of low power, field-programmable gate arrays, from 1990 to 2003. Prior to his semiconductor career, Mr. Laub was a Vice President and Partner at Bain and Company, a global strategy consulting firm. He has also served on several not-for-profit boards focused on the education sector, and currently is a board member at Heterodox Academy. Mr. Laub holds a Bachelor of Arts in Economics from the University of California, Los Angeles, and a Juris Doctor from the Harvard Law School. Mr. Laub’s experience as chief executive officer of semiconductor companies and as an experienced business leader led the Board of Directors to conclude that he should serve as a director. | | Eric Stang | 65 | Mr. Stang has served as a director since July 2008 and served as Chairman of the Board from March 2013 to June 2019. Mr. Stang serves as chair of our Compensation and Human Resources Committee and member of our Corporate Governance/Nominating Committee. Mr. Stang currently serves as chairman, president and chief executive officer of Ooma, Inc., a cloud-based communications and connected services public company. He has held the position of Chairman since December 2014 and the positions of president, chief executive officer and director since January 2009. Prior to joining Ooma, Mr. Stang served as a director, chief executive officer and president of Reliant Technologies, Inc., a developer of medical technology solutions for aesthetic applications, from 2006 to 2008. Mr. Stang previously served as chief executive officer and president of Lexar Media, Inc., a provider of solid-state memory products from 2001 to 2006 and chairman from 2004 to 2006. From September 2013 until May 2017, he served on the board of InvenSense, Inc. and from December 2008 to January 2014 he served on the board of Solta Medical. Mr. Stang also serves on the boards of private and nonprofit companies. Mr. Stang holds an A.B. in Economics from Stanford University and M.B.A. from the Harvard Business School. Mr. Stang’s experience as chief executive officer of high technology companies, his prior experience in the memory products market and licensing semiconductor patents, and his years of business and leadership experience, led the Board of Directors to conclude that he should serve as a director. |

  6. Class I Directors

    Class I Directors

  7. Class I Directors

    | Name | Age | Principal Occupation and Business Experience | | Charles Kissner | 77 | Mr. Kissner has served as a director since July 2012. Mr. Kissner also currently serves as Chair of our Board of Directors and as a member of our Audit Committee, Corporate Governance/Nominating Committee and Cyber Risk Committee. Mr. Kissner currently serves as chief executive |

  8. Class I Directors

    | Name | Age | Principal Occupation and Business Experience | | | | officer of Digital Pillars, a private information systems company. From April 2013 to September 2017, Mr. Kissner served as Chairman of the Board of ShoreTel Inc., a business communications systems company acquired by Mitel Networks Corporation. He joined ShoreTel as a director in April 2006, where he also served on the Nominating and Governance Committee, Audit Committee and Compensation Committee. From January 2007 to February 2015, he was Chairman of Aviat Networks and from June 2010 to July 2011, Mr. Kissner was Chairman and CEO. From 2010 to 2015, he served on the board of Meru Networks, a technology leader in the enterprise wireless systems market, where he also served on the Audit Committee and Compensation Committee. From 1995 to 2006, he served as Chairman and CEO of Stratex Networks, a global provider of wireless transmission solutions. Mr. Kissner previously was Vice President and General Manager of M/A-COM, Inc., a manufacturer of radio and microwave communications semiconductors and systems, President and CEO of Aristacom International, a communications software company, Executive Vice President of Fujitsu Network Switching, Inc., and held a number of executive positions at AT&T. He has also served on a number of other public and private boards, including Spectrian Corp. (sold to REMEC) and Quickturn Design Systems (sold to Cadance Design Systems) as well as not-for-profit boards such as Avenidas, the NPR Foundation, Angel Flight, Inc and KQED Public Media. Mr. Kissner holds a Bachelor of Science degree from California State Polytechnic University and a Master of Business Administration degree from Santa Clara University. Mr. Kissner’s experience as a director and executive of wireless technology and networking companies and his years of business and leadership experience led the Board of Directors to conclude that he should serve as a director. | | Meera Rao | 64 | Ms. Rao has served as a director since August 2019. Ms. Rao currently serves as the chair of our Audit Committee and a member of our Cyber Risk Committee. Ms. Rao also serves on the board of Impinj, Inc., a manufacturer of radio-frequency identification devices and software, where she also serves on the Nominating and Corporate Governance Committee and as Chairperson of the Audit Committee. She has held several senior executive positions, most recently from January 2011 to March 2016 as Chief Financial Officer at Monolithic Power Systems, a leading company in high-performance analog solutions, and as VP Finance from January 2009 to December 2010. Prior to Monolithic Power Systems, Ms. Rao has held various executive roles at leading technology companies, including Integration Associates Inc. from 2004 to 2006, Atrica from 2002 to 2003, Raza Foundries from 2000 to 2002, NVIDIA from February 1998 to May 1999 and AMD from 1988 to 1998. Ms. Rao holds a master’s degree in business administration from the University of Rochester in New York. | | | | Ms. Rao’s experience as a semiconductor and technology industry executive and her years of finance and operations experience led the Board of Directors to conclude that she should serve as a director. |

  9. Class I Directors

    | Name | Age | Principal Occupation and Business Experience | | Necip Sayiner | 59 | Dr. Sayiner has served as a director since October 2019. Dr. Sayiner currently serves as the chair of our Corporate Development Committee and member of our Compensation and Human Resources Committee. He was most recently the executive vice president of Renesas Electronics Corporation from February 2017 to March 2019 and the president of Renesas Electronics America from July 2017 to March 2019. Previously, he was the president, chief executive officer and a director of Intersil Corporation, a leading provider of innovative power management and precision analog solutions, from March 2013 until its acquisition by Renesas Electronics Corporation in February 2017. Prior to Intersil, from September 2005 to April 2012, he served as president and chief executive officer, and director of Silicon Laboratories, a fabless semiconductor company engaged in the design of analog-intensive, mixed signal integrated circuits. Dr. Sayiner served as Chairman of the Semiconductor Industry Association, or SIA, from December 2015 to November 2016 and as Vice Chairman from November 2014 to December 2015. Dr. Sayiner was initially appointed to the Board of the SIA in September 2013. He also serves on the board of directors and as a member of the Compensation Committee and Technology Committee of Axcelis Technologies, Inc., a supplier to the semiconductor manufacturing industry. He previously served on the board of directors of Power Integrations, a semiconductor manufacturing company from April 2018 to May 2023. Dr. Sayiner holds a doctoral degree in Electrical Engineering from the University of Pennsylvania, a Master of Science degree in Engineering from Southern Illinois University, along with a Bachelor of Science degree in Electrical and Electronics Engineering and a Bachelor of Science degree in Physics from Bosphorus University in Turkey. Dr. Sayiner’s experience as a chief executive officer and extensive engineering experience, along with his deep knowledge of the semiconductor industry and with his proven track records of successfully increasing company revenue growth and profitability, led the Board of Directors to conclude that he should serve as a director. | | Luc Seraphin | 61 | Mr. Seraphin is President and Chief Executive Officer of Rambus Inc. With over 30 years of experience managing global businesses, Mr. Seraphin brings the overall vision and leadership necessary to drive future growth for the company. Prior to this role, Mr. Seraphin was the Senior Vice President and General Manager of the Memory and Interface Division, leading the development of the company’s innovative memory architectures and high-speed serial link solutions. Mr. Seraphin also served as the Senior Vice President of Worldwide Sales and Operations where he oversaw sales, business development, customer support and operations across the various business units within Rambus. Mr. Seraphin started his career as a field application engineer at NEC and later joined AT&T Bell Labs, which became Lucent Technologies and Agere Systems (now Broadcom Inc.). During his 18 years at Agere, Mr. Seraphin held several senior positions in sales, marketing and general management, culminating in his last position as Executive Vice President and General Manager of the Wireless Business Unit. Following this, Mr. Seraphin held the position of General Manager of a GPS startup company in |

  10. Class I Directors

    | Name | Age | Principal Occupation and Business Experience | | | | Switzerland and was Vice President of Worldwide Sales and Support at Sequans Communications. During his career, Mr. Seraphin has advised and supported companies in both the product and IP markets. Mr. Seraphin holds a bachelor’s degree in Mathematics and Physics and a master’s degree in Electrical Engineering from Ecole Superieure de Chimie, Physique, Electronique, based in Lyon, France where he majored in Computer Architecture. Mr. Seraphin also holds an MBA from the University of Hartford and has completed the senior executive program of Columbia University and the Stanford Directors’ Consortium. Mr. Seraphin’s experience as a semiconductor and technology industry executive and his years of experience with the Company led the Board of Directors to conclude that he should serve as a director. |

  11. Executive Compensation Highlights

    | • | Performance-based equity compensation awards that vest based upon our total stockholder return (“TSR”) relative to the TSR of certain semiconductor index companies over a three-year period to closely align our NEO’s interests with those of our stockholders. |

  12. Executive Compensation Highlights

    | • | Alignment between executive compensation and stockholder interests, achieved by emphasizing long-term compensation in our pay mix. In 2024, approximately 60% of our CEO’s target long-term equity incentive awards and 50% of other NEOs’ target long-term equity incentive awards consisted of PSUs as described below. |

  13. Executive Compensation Highlights

    | • | Close alignment of our annual incentive compensation program (“Corporate Incentive Plan” or “CIP”) with Company performance. Our 2024 CIP program was funded based on the achievement of an objective performance target of pro-forma operating income. Pro-forma operating income performance for 2024 was targeted at $276.2 million and the Company actually achieved pro-forma operating income of $263.3 million. The 2024 CIP pool was funded at 94.8%. |

  14. Summary of Corporate Governance and Compensation Practices

    | Corporate Governance | Compensation | | ✓ Currently, six of our seven directors are independent, bringing diverse perspectives from various high performing technology companies | ✓ There is a strong link between pay and performance | | ✓ Our Board is led by an independent Non-Executive Chairperson | ✓ A significant portion of our NEOs’ target compensation is subject to Company financial and/or share price performance | | ✓ We have a thoughtful approach to balanced Board composition, diversity, and Board refreshment | ✓ Generally, no perquisites are provided to our executives that are not available to our broader employee population | | ✓ We regularly review succession plans for our CEO and other senior executives | ✓ We maintain robust stock ownership guidelines with required ownership levels of 4x base salary for the CEO, 2x base salary for other executive officers, and 3x annual cash compensation for directors | | ✓ We conduct a thorough annual review of our compensation programs and assess, among other things, whether our programs encourage undue risk taking | ✓ Pursuant to our Code of Business Conduct and Ethics, all employees and directors are prohibited from engaging in hedging transactions in Rambus shares, including short sales and purchases of put and call options, and our Insider Trading Policy prohibits certain insiders from pledging Rambus shares as collateral for loans | | ✓ We retain an independent compensation consultant | ✓ We have adopted a compensation clawback policy that applies to our executive officers and we also retain the right to reduce or withhold future compensation based on any restatement or adjustment to our financials, and to determine the extent to which recovery of prior compensation may be pursued, in each case in the event of fraud | | ✓ We adhere to robust risk management policies, including investment, legal, operational, financial, and strategic risks | ✓ We do not provide tax gross-ups and vesting of outstanding equity awards may only accelerate upon a “double-trigger” following a change in control when applicable | | ✓ We regularly engage with stockholders | ✓ Our executive compensation program is annually submitted to our stockholders for an advisory vote ✓ Our 2015 Plan, most recently amended in April 2023, prohibits the repricing of underwater stock options |

  15. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant Farient served as the Compensation and Human Resources Committee’s independent advisor for purposes of providing compensation consulting services in 2024 and has so served since 2019. Farient reports directly to the Compensation and Human Resources Committee and works collaboratively with management and the Compensation and Human Resources Committee. Pursuant to applicable SEC rules, the Compensation and Human Resources Committee assessed the independence of Farient and concluded that no conflict of interest existed or exists that would prevent Farient from independently advising the Compensation and Human Resources Committee. Farient does not perform other non-compensation related services for the Company and will not do so without the prior consent of the Compensation and Human Resources Committee. Farient regularly meets with the Compensation and Human Resources Committee outside the presence of Company management.

  16. Peer Group Comparisons

    Peer Group Comparisons Each year, our compensation consultant, together with senior members of executive staff and our Human Resources department, defines and assesses the appropriateness of a group of similarly situated companies, referred to as the “Compensation Peer Group.” This Compensation Peer Group is used for a variety of purposes, including benchmarking pay levels, pay programs, relative performance, and pay for performance, and assisting the Compensation and Human Resources Committee in determining whether the total compensation opportunity available to our NEOs is competitive and appropriately geared to performance. The Compensation and Human Resources Committee reviews the Company’s peer group annually to ensure that the group remains appropriate by size, sector, and business fit, among other key competitive factors. In 2023, the Compensation and Human Resources Committee made changes to the Company’s peer group aimed at finding more comparable companies in terms of industry, relative size by revenue, market capitalization and number of employees, with such changes to be effective for fiscal year 2024 compensation benchmarking. As a result, Adeia Inc., Cirrus Logic, Inc. and Impinj, Inc. were added for the fiscal year 2024 compensation review cycle and NeoPhotonics Corporation was removed due to it having been acquired. Set forth below is the Company’s fiscal year 2024 peer group as determined by the Compensation and Human Resources Committee. The fiscal year 2024 peer group spans systems software, semiconductor, patent licensing, and technology licensing sectors, and is shown below:

  17. Components of Executive Compensation

    | | | Element | Purpose | Design | | | | Salary | Market-based to recognize scope of responsibility and individual performance | Fixed compensation, payable in cash | | | | Annual Corporate Incentive Plan (“CIP”) | Focus, motivate and reward NEOs for achieving annual financial and business objectives | Short-term cash incentive compensation based on pro-forma operating income; Pool ranges from 0% to 200% and is allocated based on individual contributions | | | | RSUs | Encourage retention of top talent and ownership of Rambus equity over the long-term Encourage achievement of superior results for stockholders over the long-term and align executives with stockholder interests | Four-year ratable vesting with weighting at 40% of LTI award for CEO and 50% of LTI award for other NEOs | | | | PSUs | | PSUs primarily consist of three-year performance period, based on our TSR relative to the TSR of certain semiconductor index companies; payouts range from 0% to 200%. Weighting at 60% of LTI award for CEO and 50% of LTI award for other NEOs |

  18. Annual Cash Incentive Compensation — Corporate Incentive Plan (CIP)

    Annual Cash Incentive Compensation — Corporate Incentive Plan (CIP) Consistent with previous years, the Company’s fiscal year 2024 CIP was based on the achievement of an objective performance goal of pro-forma operating income. The Company believes this measure provides a meaningful measure of core financial performance that promotes growth and cost discipline. Pro-forma operating income is a non-GAAP measure that consists of GAAP operating income, adjusted for certain non-cash items and one-time events that the Company does not believe are reflective of ongoing operating results. These items comprise stock-based compensation expense, amortization expense, certain acquisition related expenses, retention bonuses, restructuring expenses, impairment charges, non-cash interest expense and certain other one-time or extraordinary expenses or credits. Pro-forma operating income also includes, as described in the next paragraph, adjustment for Customer Licensing Income (“CLI”). Other one-time or extraordinary expense or income items may be excluded from pro-forma operating income as determined by the Compensation and Human Resources Committee. In addition, consistent with prior years, the fiscal year 2024 CIP achievement metric of pro-forma operating income includes adjustment for CLI. CLI represents the Company’s reported financial results adjusted for licensing billings. Licensing billings is an operational metric that reflects amounts invoiced to the Company’s patent and technology licensing customers during the period, and it was chosen as an adjustment because it provides a measure comparable to prior periods that more closely matches the Company’s cash from operations and provides a more meaningful profitability metric. For 2024, Mr. Seraphin’s CIP target as a percentage of base salary increased to 110% from the 2023 CIP target at 100% of base salary following a review of market compensation levels as well as individual performance. For 2024, each of Messrs. Lynch’s, Fan’s, and Shinn’s CIP targets as a percentage of base salary remained the same from the 2023 CIP targets at 75%, 80%, and 50% of each executive’s base salary, respectively. The following table shows the 2024 CIP targets for our NEOs.

  19. Annual Cash Incentive Compensation — Corporate Incentive Plan (CIP)

    | | 2024 CIP Target | % of Base Salary | | Executive Officers: | | | | Luc Seraphin | $770,000 | 110% | | Desmond Lynch | $326,250 | 75% | | Sean Fan | $424,000 | 80% | | John Shinn | $205,000 | 50% |

  20. Annual Cash Incentive Compensation — Corporate Incentive Plan (CIP)

    To align payouts with Company performance, CIP funding can range from 0% to 200% of target with a threshold of $0 (paying at 0% of target) and a maximum pro-forma operating income target of $552.4 million (paying at 200% of target), with awards interpolated for performance between discrete points. In accordance with the plan, our 2024 CIP funding was measured at mid-year based on estimated expectations of the full year’s achievement against the performance target. The measurement resulted in a progress payment toward the full year target payment. Final payments for fiscal year 2024 reflected actual Company performance in 2024, net of the mid-year progress performance payment. The 2024 performance targets and results of pro-forma operating income were as follows:

  21. Annual Cash Incentive Compensation — Corporate Incentive Plan (CIP)

    | Target | Actual Performance | CIP Funding | | | $276.2 million | $263.3 million | 94.8% | |

  22. Annual Cash Incentive Compensation — Corporate Incentive Plan (CIP)

    The 2024 target was challenging, especially due to end customer fluctuation in product demand as well as limited growth in our high margin patent licensing revenue. Individual CIP payouts for the NEOs varied as identified below based an assessment of individual performance relative to corporate goals and metrics. Individual executive performance may be factored into the payout amounts based on achievement of specific individual goals. Individual goals may be quantitative, milestone-based or project-based. Mr. Seraphin’s performance is discussed and determined by the Compensation and Human Resources Committee with active consultation with the Board. Individual performance of the other NEOs is determined by the CEO, with active consultation and discussion with and approval from the Compensation and Human Resources Committee. Farient, the Compensation and Human Resources Committee’s consultant, advises on both these matters. The Company retains the flexibility to exercise discretion in determining bonus amounts based on individual performance but did not exercise this discretion in 2024 for the NEOs.

  23. Annual Cash Incentive Compensation — Corporate Incentive Plan (CIP)

    | | 2024 CIP Payout | | | | | | | 2024 CIP Payout | 2024 CIP Target | 2024 OP Funding | 2024 Individual Performance | % of Base Salary | | Executive Officers: | | | | | | | Luc Seraphin | $729,960 | $770,000 | $729,960 | 100% | 104.3% | | Desmond Lynch | $309,285 | $326,250 | $309,285 | 100% | 71.1% | | Sean Fan | $401,952 | $424,000 | $401,952 | 100% | 75.8% | | John Shinn | $194,340 | $205,000 | $194,340 | 100% | 47.4% |

  24. Long Term Equity Incentive Compensation

    Long Term Equity Incentive Compensation Our equity incentives encourage the achievement of superior results over time and align the interests of our executive officers and stockholders because the value of the equity incentives is based on the performance of the Company’s stock. Our equity awards are subject to vesting provisions to encourage executive officers to remain employed with us. To determine annual equity awards with respect to a completed fiscal year, the Compensation and Human Resources Committee reviews each NEO’s performance and contribution during such year, as well as current market information, external competitive circumstances, overall equity ownership and vesting schedules of existing equity held by each NEO. 2024 Equity Awards Based on its review of current market practices and the intended balance between a focus on performance and executive retention in a competitive employment market, the Compensation and Human Resources Committee determined that a mix of performance share awards (referred to in this Proxy Statement as “PSUs”) and RSUs without stock options would provide more appropriate incentives for NEOs, including our CEO. Annual equity awards granted in April 2024 to our NEOs represented a mix of PSUs and RSUs as an incentive for share price growth and financial performance as shown below.

  25. Long Term Equity Incentive Compensation

    | | PSUs | RSUs | | CEO | 60% | 40% | | NEOs | 50% | 50% |

  26. Long Term Equity Incentive Compensation

    The following table is a summary of equity awards (in number of shares) granted during April 2024 to our NEOs. For the dollar values associated with such grants, please see the Summary Compensation Table.

  27. Long Term Equity Incentive Compensation

    | | PSU Grant at Target | RSU Grant | | Executive Officers: | | | | Luc Seraphin | 57,849 | 38,566 | | Desmond Lynch | 13,659 | 13,659 | | Sean Fan | 26,112 | 26,112 | | John Shinn | 6,427 | 6,427 |

  28. Long Term Equity Incentive Compensation

    2024 Performance Share Awards In fiscal year 2024, the Company granted its NEOs PSUs with a three-year performance period that are eligible to vest on April 1, 2027 (or the first trading day thereafter, if such date falls on a non-trading day) or earlier, upon a change in control or a qualifying termination. The fiscal year 2024 PSUs vest solely based upon the Company’s relative TSR to the TSR of the SOX semiconductor index companies, excluding certain companies from that index focused on equipment and systems used in the production of semiconductors (the “Equipment Companies”). The SOX semiconductor index companies minus the Equipment Companies was chosen as the benchmark because it best reflects the volatility and trading patterns of our common stock. For the 2024 PSUs granted in April 2024, the Compensation and Human Resources Committee decided to retain substantially the same plan design and structure as the 2023 PSUs granted in February 2023, including a three-year performance period, and a 100% cap on the payout percentage if the Company’s TSR for this period is negative. The PSUs will vest based upon the achievement of relative TSR as set forth below, with a relatively wide point spread to ensure relevance throughout the performance period:

  29. Long Term Equity Incentive Compensation

    | Performance Level | TSR Percentage Point Spread Above / Below Median of SOX Semiconductor Index Minus Equipment Companies(1) | Payout (Percentage of Target Shares)(2)(3) | | Max | ≥ +25% | 200% | | Target | 0% | 100% | | Threshold | -15% | 25% | | < Threshold | < -15% | 0% |

  30. Long Term Equity Incentive Compensation

    | (1) A 60-day trailing average stock price will be used to calculate TSR |

  31. Long Term Equity Incentive Compensation

    | (2) Will be interpolated for performance between discrete points |

  32. Long Term Equity Incentive Compensation

    | (3) If the Company’s TSR is negative, then the payout percentage of target shares will be capped at 100%. |

  33. Long Term Equity Incentive Compensation

    In fiscal year 2022, based on its review of current market practices and to incentivize and reward product revenue growth, the Company granted, at target, 117,370 PSUs to Mr. Fan with a four-year performance period that are eligible to vest upon the completion of the performance period or as otherwise provided in the award agreement. Mr. Fan’s PSUs vest solely based upon the Company’s cumulative product revenue during the performance period as set forth below:

  34. Long Term Equity Incentive Compensation

    | Performance Level | Cumulative Product Revenue During the Performance Period ($MMs) | Payout (Percentage of Target Shares)(1) | | Max | ≥ $2,500 | 200% | | Target | $2,000 | 100% | | Threshold | $1,500 | 50% | | < Threshold | ≤ $1,250 | 0% |

  35. Long Term Equity Incentive Compensation

    | (1) Will be interpolated for performance between discrete points |

  36. Long Term Equity Incentive Compensation

    Under the terms of the 2015 Plan at the time of the grant of the PSUs to Mr. Fan, the PSUs were subject to a limit in which Mr. Fan may receive a maximum of 300,000 PSUs with respect to all of the PSUs granted to him in 2022. As such, Mr. Fan will not be awarded in excess of 300,000 shares of common stock upon vesting with respect to PSUs granted to him in 2022. 2022 Performance Share Awards In fiscal 2022, we granted our then-current NEOs PSUs with a three-year performance period that would vest in full upon the completion of the performance period or as otherwise provided in the award agreement. The plan design and structure of the 2022 PSUs was the same as the 2024 PSUs as described above except that the payout of the PSUs was not capped at 100% if the Company’s TSR during the performance period was negative. The performance period for the PSUs granted in fiscal 2022 ended as of December 31, 2024. The Compensation and Human Resources Committee certified performance and vesting for the NEOs based on the Company’s relative TSR to the TSR of the SOX minus Equipment Companies. The Company’s TSR percentage point spread above the median of the SOX minus Equipment Companies was 23 which resulted in 192% of target payout. The Compensation and Human Resources Committee certified performance and vesting of the 2022 PSUs for the NEOs who held 2022 PSUs as follows:

  37. Long Term Equity Incentive Compensation

    | NEO | Target Number of 2022 PSUs (Shares) | Payout (Shares) | | Luc Seraphin | 99,765 | 191,548 | | Desmond Lynch | 20,350 | 39,072 | | Sean Fan | 58,685 | 112,675 | | John Shinn | 9,780 | 18,777 |

  38. Benefits and Perquisites

    Benefits and Perquisites We do not provide any perquisites to our executives that are not generally available to the broader employee population, with the exception of termination benefits for Mr. Seraphin and our other NEOs based on change of control severance agreements. Our NEOs are eligible to participate in our 401(k) plan, our health and welfare benefits, our Employee Stock Purchase Plan and our User-Owned Personal Computing Devices reimbursement program on the same terms as other eligible employees.

  39. Equity Grant Policy

    Equity Grant Policy Our equity grant policy was revised in April 2024. Annual equity awards to NEOs are granted on the first trading day of April of each year. Under our current compensation program, awards granted consist of RSUs and PSUs. The number of shares and key terms of the awards are approved by the Compensation and Human Resources Committee prior to the scheduled award date. On occasion, the Compensation and Human Resources Committee approves other special or promotional equity awards during the year in addition to the annual equity awards, but no such awards were made to NEOs in 2024. As noted above, awards under our current compensation programs consist of RSUs and PSUs. We do not take material nonpublic information into account when determining the timing or terms of executive awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We did not grant stock options to any employees (including the NEOs) in 2024 and have never granted stock appreciation rights.

  40. Change of Control Severance Agreements

    Change of Control Severance Agreements We maintain change of control severance agreements with our NEOs, including our CEO, that govern certain applicable change of control severance obligations. These agreements are designed to promote stability and retention of senior management prior to and following a change of control and to align executive and stockholder interests by enabling executives to consider corporate transactions that are in the best interests of the stockholders and other constituents of the company without undue concern over whether the transactions may jeopardize the executives’ own employment. Each agreement has an initial term of three years and will renew automatically for additional one-year terms unless either party to the agreement provides the other with written notice of non-renewal at least 90 days prior to the date of automatic renewal. For each of our NEOs, under the terms of their change of control severance agreement, if we terminate such executive’s employment without “Cause” or such executive terminates his employment for “Good Reason,” and in each case, such termination occurs during a period beginning three months before a change of control and ending 12 months (or 24 months in the case of Mr. Seraphin) following a change of control, then subject to the executive signing and not revoking a separation agreement and release of claims and the executive’s continued compliance with the terms of the At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement entered into between the executive and the Company, the executive will receive: (i) a lump sum payment (less applicable withholding taxes) equal to 100% (or 200% in the case of Mr. Seraphin) of the executive’s annual base salary as in effect immediately prior to the executive’s termination date or, if greater, at the level in effect immediately prior to the change of control; (ii) a lump sum payment (less applicable withholding taxes) equal to 100% (or 200% in the case of Mr. Seraphin) of the executive’s target bonus and commission for the year of termination as in effect immediately prior to the executive’s termination date, or, if greater, at the level in effect immediately prior to the change of control; (iii) 100% of the executive’s then-outstanding and unvested equity awards will become vested in full (and if the amount of the award to vest is determined based on the achievement of performance criteria, then the equity awards will vest based on achievement at target levels for the relevant performance period(s)); and (iv) if the executive elects continuation coverage pursuant to COBRA for executive and his or her eligible dependents, the Company will reimburse the executive for the COBRA premiums for a maximum period of 12 months (or 18 months in the case of Mr. Seraphin). Refer to “Executive Compensation Tables — Potential Payments Upon Termination or Change of Control” below for a discussion of potential payments to our NEOs, including our CEO.

  41. Summary Compensation Table

    Summary Compensation Table The following table shows NEO compensation information for the fiscal years ended December 31, 2024, 2023 and 2022.

  42. Summary Compensation Table

    | Name and Title | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Luc Seraphin | 2024 | 687,500 | — | 5,737,849 | 729,960 | 13,422 | 7,168,732 | | Chief Executive | 2023 | 625,000(4) | — | 7,190,089 | 595,400 | 13,104 | 8,423,593 | | Officer | 2022 | 597,917 | — | 5,857,203 | 663,000 | 12,354 | 7,130,474 | | Desmond Lynch | 2024 | 432,500 | — | 1,638,124 | 309,285 | 11,502 | 2,391,411 | | Senior Vice President, Finance, and | 2023 | 398,958(4) | — | 1,978,389 | 291,975 | 11,220 | 2,680,542 | | Chief Financial Officer | 2022 | 326,958 | 100,000(5) | 1,481,185 | 228,380 | 10,506 | 2,147,030 | | Sean Fan | 2024 | 527,500 | — | 3,131,612 | 401,952 | 15,422 | 4,076,486 | | Executive Vice President, | 2023 | 509,167(4) | — | 3,956,779 | 381,080 | 15,104 | 4,862,130 | | Chief Operating Officer(6) | 2022 | 516,667 | — | 7,629,637(7) | 471,400 | 14,354 | 8,632,058 | | John Shinn | 2024 | 407,500 | — | 770,790 | 194,340 | 13,422 | 1,386,052 | | Senior Vice President, Secretary and | 2023 | 380,208(4) | — | 989,137 | 183,200 | 13,104 | 1,565,649 | | General Counsel | 2022 | 347,917 | — | 657,509 | 192,500 | 12,194 | 1,210,120 |

  43. Summary Compensation Table

    | (1) Amounts shown are the aggregate grant date fair value computed in accordance with the provisions of FASB ASC Topic 718. The estimated fair value of PSUs was calculated based on the probable outcome of the performance measures for the fiscal year 2024 performance period as of the grant date. These amounts do not necessarily correspond to the actual value recognized by NEOs. The assumptions used to calculate the value of stock awards are set forth under Note 14 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The performance period for PSUs granted in fiscal year 2022 ended on December 31, 2024. Upon the achievement of the performance criteria associated with such awards, 191,548 of Mr. Seraphin’s PSUs vested, 39,072 of Mr. Lynch’s PSUs vested, 112,675 of Mr. Fan’s PSUs vested and 18,777 of Mr. Shinn’s PSUs vested. |

  44. Summary Compensation Table

    | (2) Amounts for fiscal year 2024 consist of compensation earned for services rendered in fiscal year 2024 and are based upon the achievement of certain targets under the Company’s 2024 Corporate Incentive Plan. The target and achievement results were reviewed and approved by the Compensation and Human Resources Committee. The plan is further described under “Compensation Discussion & Analysis — Components of Executive Compensation.” |

  45. Summary Compensation Table

    | (3) “All Other Compensation” for NEOs for 2024 includes a 401K match, life insurance premium payments, employer-paid health savings account contributions, and a bring your own device to work stipend. |

  46. Summary Compensation Table

    | (4) Each NEO agreed to a temporary pay reduction of 10% during the period of January 31, 2023, to March 31, 2023, as part of general corporate cost cutting measures at the time. Each NEO’s base salary was restored to the level indicated in the table above as of April 1, 2023, and the NEOs did not receive any additional compensation as a result of the temporary pay reduction. |

  47. Summary Compensation Table

    | (5) Mr. Lynch was provided a retention bonus of $100,000. |

  48. Summary Compensation Table

    | (6) Mr. Fan previously served as Senior Vice President, Chief Operating Officer and was promoted to Executive Vice President, Chief Operating Officer in November 2024. |

  49. Summary Compensation Table

    | (7) Mr. Fan was provided a one-time PSU grant (See “Executive Compensation — Compensation Discussion and Analysis”). |

  50. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table shows all plan-based awards granted to the NEOs during 2024. The unvested portion of the stock awards identified in the table below are also reported in the Outstanding Equity Awards at 2024 Year End table that follows.

  51. Grants of Plan Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Luc Seraphin | | 770,000 | 1,540,000 | | | | | | | | 4/1/2024 | | | 14,462(2) | 57,849(2) | 115,698(2) | | 3,337,887 | | | 4/1/2024 | | | | | | 38,566(3) | 2,399,962 | | Desmond Lynch | | 326,250 | 652,500 | | | | | | | | 4/1/2024 | | | 3,415(2) | 13,659(2) | 27,318(2) | | 788,124 | | | 4/1/2024 | | | | | | 13,659(3) | 850,000 | | Sean Fan | | 424,000 | 848,000 | | | | | | | | 4/1/2024 | | | 6,528(2) | 26,112(2) | 52,224(2) | | 1,506,662 | | | 4/1/2024 | | | | | | 26,112(3) | 1,624,950 | | John Shinn | | 205,000 | 410,000 | | | | | | | | 4/1/2024 | | | 1,607(2) | 6,427(2) | 12,854(2) | | 370,838 | | | 4/1/2024 | | | | | | 6,427(3) | 399,952 |

  52. Grants of Plan Based Awards

    | (1) Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive compensation opportunities under our CIP. Payments under this plan are not subject to a |

  53. Grants of Plan Based Awards

    | threshold. Target payment amounts are based on our Pro Forma Operating Income adjusted by Licensing Billings and pay at 100%. Payments to Messrs. Seraphin, Lynch, Fan, and Shinn, are subject to a maximum payment of 200%. The actual amounts paid to our NEOs are set forth in the “Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in “Compensation Discussion and Analysis-Components of Executive Compensation” above. |

  54. Grants of Plan Based Awards

    | (2) Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns relate to payout opportunities for fiscal year 2024 PSUs, which were granted under our 2015 Plan. The PSUs vest solely based upon our relative TSR to the median TSR of the SOX semiconductor index companies, excluding the Equipment Companies, during a three-year performance period. The amounts shown in the Threshold column reflect the PSUs that become eligible to vest if our TSR percentage point spread below the median TSR of the SOX semiconductor index companies, excluding the Equipment Companies, is -15%, and pay out at 25% of Target. The amounts shown in the Target column reflect the PSUs that become eligible to vest if our TSR percentage point spread relative to the median TSR of the SOX semiconductor index companies, excluding the Equipment Companies, is 0%, and pay out at 100% of Target. The amounts shown in the Maximum column reflect the PSUs that become eligible to vest if our TSR percentage point spread above the median TSR of the SOX semiconductor index companies, excluding the Equipment Companies, is equal or greater than 25%, and pay out at 200% of Target. The number of PSUs that become eligible to vest will be interpolated on a linear basis between the threshold and maximum levels. The vesting of the PSUs is subject to the NEO’s continued service to the Company through the vesting date set forth in the award agreement, or earlier, upon a change in control or a qualifying termination, and the payout percentage will be capped at 100% if the Company’s TSR is negative. The PSUs are discussed more fully in “Compensation Discussion and Analysis-Components of Executive Compensation” above. |

  55. Grants of Plan Based Awards

    | (3) Granted on April 1, 2024, and vest in four equal annual installments beginning on April 1, 2025. The vesting of the RSUs is subject to the NEO’s continued service to the Company through the applicable vesting dates on each anniversary from the date of grant through the fourth anniversary. |

  56. Grants of Plan Based Awards

    | (4) The amounts reported in this column reflect the aggregate grant date fair value of the RSUs and PSUs granted to our NEOs in fiscal year 2024 as computed in accordance with ASC Topic 718. For accounting purposes, the estimated fair value of PSUs was calculated based on the probable outcome of the performance measures for the fiscal year 2024 performance period as of the grant date. These amounts do not necessarily correspond to the actual value recognized by NEOs. The assumptions used to calculate the value of equity awards are set forth under Note 14 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  57. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows all outstanding equity awards held by the NEOs as of December 31, 2024. Unvested stock awards reported in the Grants of Plan Based Awards table above are also included in the table below.

  58. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | # of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: #of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($) | | Luc Seraphin | 38,566(2) | 2,038,599 | — | — | | | 35,936(3) | 1,899,577 | — | — | | | 33,254(4) | 1,757,806 | — | — | | | 18,442(5) | 974,844 | — | — | | | — | — | 99,765(8) | 5,273,578 | | | — | — | 71,872(11) | 3,799,154 | | | — | — | 57,849(12) | 3,057,898 | | Desmond Lynch | 13,659(2) | 722,015 | — | — | | | 12,957(3) | 684,907 | — | — | | | 4,400(4) | 232,584 | — | — |

  59. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | # of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: #of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($) | | | 10,174(7) | 537,798 | — | — | | | 2,941(5) | 155,461 | — | — | | | — | — | 20,350(10) | 1,075,701 | | | — | — | 17,277(11) | 913,262 | | | — | — | 13,659(12) | 722,015 | | Sean Fan | 26,112(2) | 1,380,280 | — | — | | | 25,915(3) | 1,369,867 | — | — | | | 29,342(4) | 1,551,018 | — | — | | | 9,605(5) | 507,720 | — | — | | | | | 58,685(8) | 3,102,089 | | | — | — | 117,370(9) | 6,204,178 | | | — | — | 34,554(11) | 1,826,524 | | | — | — | 26,112(12) | 1,380,280 | | John Shinn | 6,427(2) | 339,731 | — | — | | | 6,478(3) | 342,427 | — | — | | | 4,890(4) | 258,485 | — | — | | | 2,833(6) | 149,752 | — | — | | | | | 9,780(8) | 516,971 | | | — | — | 8,638(11) | 456,605 | | | — | — | 6,427(12) | 339,731 |

  60. Outstanding Equity Awards at Fiscal Year-End

    | (1) The market value is calculated using the closing price of our Common Stock of $52.86 on December 31, 2024 (the last trading day of 2024), as reported on The Nasdaq Global Select Market (NASDAQ), multiplied by the unvested stock amount. |

  61. Outstanding Equity Awards at Fiscal Year-End

    | (2) The RSUs were granted on April 1, 2024, and vest in four equal annual installments beginning on April 1, 2025. |

  62. Outstanding Equity Awards at Fiscal Year-End

    | (3) The RSUs were granted on February 1, 2023, and vest in four equal annual installments beginning on February 1, 2024. |

  63. Outstanding Equity Awards at Fiscal Year-End

    | (4) The RSUs were granted on February 1, 2022, and vest in four equal annual installments beginning on February 1, 2023. |

  64. Outstanding Equity Awards at Fiscal Year-End

    | (5) The RSUs were granted on February 1, 2021, and vest in four equal annual installments beginning on February 1, 2022. |

  65. Outstanding Equity Awards at Fiscal Year-End

    | (6) The RSUs were granted on February 19, 2021, and vest in four equal annual installments beginning on February 1, 2022. |

  66. Outstanding Equity Awards at Fiscal Year-End

    | (7) The RSUs were granted on September 1, 2022, and vest in four equal annual installments beginning on September 1, 2023. |

  67. Outstanding Equity Awards at Fiscal Year-End

    | (8) The PSUs were granted on February 1, 2022. The number of shares earned will range between 25% to 200% of target shares granted. The PSUs will vest based upon the achievement of +/-25% based on the Company’s relative TSR to the TSR of the SOX semiconductor index companies minus the Equipment Companies and the executive’s continued service to the Company through the applicable vesting date on the third anniversary of the date of grant. |

  68. Outstanding Equity Awards at Fiscal Year-End

    | (9) The PSUs were granted on February 1, 2022. The number of shares earned will range between 0% to 200% of target shares granted, subject to the limits of the 2015 Plan. |

  69. Outstanding Equity Awards at Fiscal Year-End

    | (10) The PSUs were granted on September 1, 2022. The number of shares earned will range between 25% to 200% of target shares granted. The PSUs will vest based upon the achievement of +/-25% based on the Company’s relative TSR to the TSR of the SOX semiconductor index companies minus the Equipment Companies and the executive’s continued service to the Company through the applicable vesting date on the third anniversary of the date of grant. |

  70. Outstanding Equity Awards at Fiscal Year-End

    | (11) The PSUs were granted on February 1, 2023. The number of shares earned will range between 25% to 200% of target shares granted. The performance units will vest based upon the achievement of +/-25% based on the Company’s relative TSR to the TSR of the SOX semiconductor index companies minus the Equipment Companies and the executive’s continued service to the Company through the applicable vesting date on the third anniversary of the date of grant. |

  71. Outstanding Equity Awards at Fiscal Year-End

    | (12) The PSUs were granted on April 1, 2024. The number of shares earned will range between 25% to 200% of target shares granted. The performance units will vest based upon the achievement of +/-25% based on the Company’s relative TSR to the TSR of the SOX semiconductor index companies minus the Equipment Companies and the executive’s continued service to the Company through the applicable vesting date on the third anniversary of the date of grant. |

  72. Outstanding Equity Awards at Fiscal Year-End

    Except as otherwise noted, each of the options and other equity awards reflected on the table above were issued under the 2006 Plan or the 2015 Plan, which are plans that were or are available to all of our employees.

  73. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows all stock awards vested and value realized upon vesting, by the NEOs during 2024.

  74. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting(1)($) | | Luc Seraphin | 293,359 | 19,997,916 | | Desmond Lynch | 19,051 | 1,135,279 | | Sean Fan | 121,297 | 8,268,929 | | John Shinn | 32,602 | 2,222,376 |

  75. Option Exercises and Stock Vested

    | (1) The value realized equals the market value of our common stock on the vesting date multiplied by the number of shares that vested. |

  76. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Luc Seraphin, our CEO. For fiscal year 2024, our last completed fiscal year:

  77. CEO Pay Ratio

    | • | the median of the annual total compensation of all employees of our company (other than our CEO), was $191,416; and |

  78. CEO Pay Ratio

    | • | the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this proxy statement, was $7,168,732. |

  79. CEO Pay Ratio

    Based on this information, for fiscal year 2024, the ratio of the annual total compensation of Mr. Seraphin, our CEO, to the median of the annual total compensation of employees was approximately 37 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows:

  80. CEO Pay Ratio

    | • | We selected December 31, 2024, which is the last day of our fiscal year, as the date upon which we would identify the median employee. |

  81. CEO Pay Ratio

    | • | During fiscal year 2024, our employee population consisted of approximately 712 individuals, including employees in the United States, Australia, Canada, China, Finland, France, Germany, India, Japan, the Netherlands, Bulgaria, South Korea, Taiwan and the United Kingdom. Of these employees, 342 were located in the United States and 370 were located outside of the United States. |

  82. CEO Pay Ratio

    | • | When determining our median employee, we excluded all employees from Australia (1), Germany (1), Japan (3) and United Kingdom (3), which is less than 5% of our total employee population (based on an employee count of 712 under the de minimis exception provided for in Item 402(u)). |

  83. CEO Pay Ratio

    | • | To identify the “median employee” from our employee population we used payroll and equity plan records for January 1, 2024 through December 31, 2024 (the “compensation measure”). |

  84. CEO Pay Ratio

    | • | The compensation measure included the following: base salary, employer cost of benefits, employer retirement plan contributions, including 401(k) matching, bonus payments, grant date fair value of equity awards, employee stock purchase plan discounts and sales commissions. |

  85. CEO Pay Ratio

    | • | For countries other than the United States, India, China and South Korea, the employer cost of benefits was calculated based on the average employer cost per country and, for countries in the European Union, includes the cost of holidays. |

  86. CEO Pay Ratio

    | • | Amounts paid in foreign currency were converted into United States dollars using exchange rates in effect as of December 31, 2024. |

  87. CEO Pay Ratio

    | • | With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for fiscal year 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $191,416. |

  88. CEO Pay Ratio

    | • | With respect to the annual total compensation for the CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table for Mr. Seraphin. |

  89. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Equity Acceleration In the event of a “change in control” or “merger” of the Company, as defined in the plans, each outstanding option or equity award will be assumed or an equivalent option or right substituted by the successor company. In the event that the successor company refuses to assume or substitute for the option or equity award, the participant will fully vest in and have the right to exercise all of his or her options or stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions on restricted stock will lapse, and, with respect to restricted stock units, performance shares and performance units, all performance goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met. In addition, if an option or stock appreciation right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a change of control, the administrator of the plan will notify the participant that the option or stock appreciation right will be fully vested and exercisable for a period of time determined by the administrator, and the option or stock appreciation right will terminate upon the expiration of such period. The form of option agreement for the 2015 Plan and the 2006 Plan provides that if a successor company assumes outstanding options or awards or substitutes for options or awards with an equivalent award, then if following such assumption or substitution the participant’s status as an employee or employee of the successor company, as applicable, is terminated by the successor company as a result of an “Involuntary Termination” other than for “Cause” within 12 months following the change in control, the option or award will immediately vest and become exercisable as to 100% of the shares subject to the option or award. Change of Control Severance Agreements We have entered into change of control severance agreements with our executive officers, including our CEO, that govern certain applicable change of control severance obligations. These agreements are designed to promote stability and retention of senior management prior to and following a change of control and to align executive and stockholder interests by enabling executives to consider corporate transactions that are in the best interests of the stockholders and other constituents of the company without undue concern over whether the transactions may jeopardize the executives’ own employment. Each agreement has an initial term of three years and will renew automatically for additional one-year terms unless either party to the agreement provides the other with written notice of non-renewal at least 90 days prior to the date of automatic renewal. For each of our NEOs other than our CEO, if we terminate such executive’s employment without “Cause” or such executive terminates his employment for “Good Reason,” and in each case, such termination occurs during a period beginning three months before a change of control and ending 12 months following a change of control, then subject to the executive signing and not revoking a separation agreement and release of claims and the executive’s continued compliance with the terms of the At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement entered into between the executive and the Company, the executive will receive: (i) a lump sum payment (less applicable withholding taxes) equal to 100% of the executive’s annual base salary as in effect immediately prior to the executive’s termination date or, if greater, at the level in effect immediately prior to the change of control; (ii) a lump sum payment (less applicable withholding taxes) equal to 100% of the executive’s full bonus and commission for the year of termination at target level as in effect immediately prior to the executive’s termination date, or, if greater, at the level in effect immediately prior to the change of control; (iii) 100% of the executive’s then-outstanding and unvested equity awards will become vested in full (and if the amount of the award to vest is determined based on the achievement of performance criteria, then the equity awards will vest based on achievement at target levels for the relevant performance period(s)); and (iv) if the executive elects continuation coverage pursuant to COBRA for executive and his or her eligible dependents, the Company will reimburse the executive for the COBRA premiums for a maximum period of 12 months. CEO Employment Agreement Mr. Seraphin’s employment agreement with the Company provides that in the event the Company terminates his employment with the Company without “Cause” or if Mr. Seraphin terminates his employment for “Good Reason”, and in each case, such termination does not occur within the three months prior to or 24 months following a change of control of the Company, Mr. Seraphin will receive: (i) a lump sum payment of 100% of his base salary and target bonus, (ii) if Mr. Seraphin elects continuation coverage pursuant to COBRA for him and his eligible dependents, the Company will reimburse Mr. Seraphin for the COBRA premiums for a maximum period of 12 months, and (iii) Mr. Seraphin’s then-outstanding and unvested equity awards that vest solely based upon his continued service with the Company (excluding awards with a performance-based component if the performance metric has not been achieved by the “termination date” will accelerate as to that number of shares that would have otherwise vested has Mr. Seraphin remained employed for 12 months following the termination date. In the event the Company terminates Mr. Seraphin’s employment with the Company without “Cause” or Mr. Seraphin terminates his employment for “Good Reason”, and in either event, such termination occurs within three months prior to or 24 months following a change of control of the Company, Mr. Seraphin will be eligible to receive the benefits described above under his change of control severance agreement with the Company. The severance payments and other benefits will be subject to Mr. Seraphin entering into (and not revoking) a release of claims agreement against the Company and Mr. Seraphin’s continued compliance with certain non-compete, non-solicit, and non-disparagement provisions contained in the Agreements. In the event that the severance payments and other benefits payable to Mr. Seraphin constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then Mr. Seraphin’s severance and other benefits will be either: (i) delivered in full, or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by Mr. Seraphin on an after-tax basis of the greatest amount of benefits. Potential Payments Upon Termination or Change in Control The value of the benefits that would be payable to Mr. Seraphin assuming a qualifying termination of employment on December 31, 2024, is included in the chart below.

  90. Potential Payments Upon Termination or Change of Control

    | | Salary($) | Bonus($) | Equity($) | Benefits($) | Total($) | | Luc Seraphin (No Change In Control) | 700,000 | 770,000 | 18,959,550 | 27,745 | 20,457,295 | | (Change In Control) | 1,400,000 | 1,540,000 | 20,348,165 | 41,617 | 23,329,782 |

  91. Potential Payments Upon Termination or Change of Control

    The value of the benefits that would be payable to Messrs. Lynch, Fan and Shinn our other current NEOs, assuming a qualifying termination of employment on December 31, 2024, is included in the chart below.

  92. Potential Payments Upon Termination or Change of Control

    | | Salary($) | Bonus($) | Equity($) | Benefits($) | Total($) | | Desmond Lynch | 435,000 | 326,250 | 4,257,979 | 989 | 5,020,218 | | Sean Fan | 530,000 | 424,000 | 15,039,291 | 31,819 | 16,025,110 | | John Shinn | 410,000 | 205,000 | 2,500,627 | 41,503 | 3,157,130 |

  93. Compensation of Directors

    Compensation of Directors The following table shows compensation information for our non-employee directors for 2024.

  94. Compensation of Directors

    | Name | Fees Earned or Paid in Cash($) | Stock Awards (1)(2)($) | Total($) | | Charles Kissner | 112,500 | 184,948 | 297,448 | | Steven Laub | 65,000 | 184,948 | 249,948 | | Meera Rao | 72,500 | 184,948 | 257,448 | | Emiko Higashi | 67,500 | 184,948 | 252,448 | | Necip Sayiner | 67,500 | 184,948 | 252,448 | | Eric Stang | 70,000 | 184,948 | 254,948 |

  95. Compensation of Directors

    | (1) Amounts shown do not reflect compensation actually received by the non-employee directors. Instead, the amounts shown are the aggregate grant date fair value computed in accordance with the provisions of FASB ASC Topic 718. The assumptions used to calculate the value of stock and stock option awards are set forth under Note 14 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  96. Compensation of Directors

    | (2) Consists of 2,972 RSUs granted on April 1, 2024 with a fair value of $62.23 per share. |

  97. Summary of Director Compensation Plan

    Summary of Director Compensation Plan We provide for compensation to our non-employee directors as approved by the Board from time-to-time. Our non-employee director compensation philosophy is designed to attract, retain and reward non-employee directors. We review this non-employee director compensation periodically by the Board upon recommendation from the Compensation and Human Resource Committee with input from the independent compensation consultant, Farient, regarding practices and compensation levels at comparable companies including the Compensation Peer Group. In February 2023, the Board approved the director compensation program that remained in effect for calendar year 2024, as set forth below. Additionally, in February 2025, the Board approved certain changes to the director compensation program effective as of April 1, 2025, as set forth below. Annual Retainer. Each independent director receives an annual retainer of $60,000 in cash (increased to $80,000 as of April 1, 2025). The Chairperson of the Board receives an additional annual retainer of $50,000. The Chairperson of the Audit Committee receives an additional annual retainer of $12,500 (increased to $15,000 effective as of April 1, 2025). The Chairperson of the Compensation and Human Resources Committee receives an additional annual retainer of $10,000. The Chairperson of the Corporate Development Committee, which oversees the Company’s acquisition and divestiture activity, receives an additional annual retainer of $7,500. The Chairperson of the Corporate Governance/Nominating Committee receives an additional annual retainer of $7,500. The Chairperson of the Cyber Risk Committee receives an additional annual retainer of $7,500. Each annual retainer is paid in quarterly installments. Annual Equity Grant. Each independent director receives an annual equity grant of such number of RSUs with an approximate fair market value equal to $185,000 at the time of grant (increased to $200,000 as of April 1, 2025) (“Annual Equity Grant”). Annual Equity Grants for non-employee directors are granted on April 1st of each year or the first trading day thereafter. The Annual Equity Grant vests in full at the end of a one-year period, subject to the independent director continuing to serve through each applicable vesting date. If the director discontinues service prior to the vesting of any Annual Equity Grant, the partial unvested pro rata Annual Equity Grant will become vested and exercisable when the non-employee director leaves the Board. New Outside Director Annual Equity Grant. In addition to the Annual Equity Grant noted above, each non-employee director will receive a pro rata Annual Equity Grant based on when such new non-employee director begins her or his service at the Company (the “New Service Grant”). The New Service Grant will equal the value-based amount of the Annual Equity Grant multiplied by a fraction with (i) the numerator equal to the number of months from the first trading day of the month following their service date through April 1 and (ii) the denominator equal to 12. If the director discontinues service prior to the vesting of any New Service Grant, the partial unvested pro rata New Service Grants will become vested and exercisable when the new non-employee director leaves the Board. Initial Equity Grant. Prior to July 30, 2020, any newly elected independent director joining our Board of Directors received an initial option to purchase 40,000 shares of common stock when he or she was first elected as a member of the Board. The term of such options did not exceed ten years. Subject to the terms and conditions of the applicable equity incentive plan, the option grants vest over a four-year period, with one-eighth of shares subject to the option vesting six months after the date of grant and the remaining shares vesting ratably each month thereafter, subject to the independent director continuing to serve through each applicable vesting date. Outside directors appointed or elected after July 30, 2020 no longer receive an initial option grant upon joining the Board of Directors. Director Compensation Limit. The compensation paid to any one non-employee director in any one year (which consists of both cash and equity compensation, with equity compensation based on the fair market value of the shares on the grant date of the applicable award) may not exceed $600,000 (increased to $750,000 effective as of April 1, 2025). Additionally, the 2015 Plan provides that non-employee directors may not be granted in any fiscal year equity compensation with a value (determined in accordance with U.S. generally accepted accounting principles) greater than $300,000, increased to $500,000 in the non-employee director’s initial year of service as a director. Each of the options granted to our independent directors was issued under the 2006 Plan or the 2015 Plan, which are plans that are available to all of our employees. As described under “Potential Payments Upon Termination or Change in Control,” the 2006 Plan and the 2015 Plan provide for certain acceleration upon a “change in control” of the Company, as defined under such plans. In addition, with respect to options and any other equity awards granted to non-employee directors that are assumed or substituted for upon a change of control under the 2006 Plan or the 2015 Plan, if the non-employee director is terminated other than upon a voluntary resignation, the options and other equity awards granted to such non-employee director will fully vest and be exercisable with respect to 100% of the shares subject to such options and other equity awards. Pursuant to the Board’s stock ownership guidelines, each independent director is expected to accumulate and hold an equivalent value of our common stock of three times their annual total cash compensation and to achieve this by five years from the date that the director joined the Board. Directors are expected to maintain this minimum amount of stock ownership throughout their tenure on the Board. As of December 31, 2024, all of our directors were in compliance with this policy.

  98. PAY VERSUS PERFORMANCE INFORMATION

    PAY VERSUS PERFORMANCE INFORMATION Our compensation programs are designed to align compensation with business objectives and Company financial performance, and to attract, retain, motivate, focus, and reward executives in order to enhance the long-term growth and profitability of the Company, foster stockholder value creation, and align executives’ interests with those of our stockholders. To this end, a substantial portion of our executives’ total compensation is variable and dependent on performance. Variable compensation includes our annual and long-term incentives, with incentive plan payouts tied to the Company’s operating income, relative TSR, and individual performance criteria. The compensation program design combined with rigorous absolute and relative incentive goals helps align executive compensation and Company performance over the long-term. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the Pay vs. Performance disclosure provides an additional snapshot perspective on pay and performance alignment by evaluating the link between “Compensation Actually Paid,” defined by the SEC and referred to below as “CAP,” and various measures of market and financial performance. The following table shows the past five fiscal years’ total compensation for our NEOs (including our principal executive officer (“PEO”), also referred to herein as our “CEO”) as set forth in the Summary Compensation Table (“SCT”), the CAP paid to our NEOs, the Company’s cumulative total shareholder return (“TSR”), the combined TSR of our selected peer group, our net income, and our pro-forma operating income, which, in our assessment, represents our most important financial performance measure to link compensation actually paid to our NEOs for the most recently completed fiscal year.

  99. Pay Versus Performance Table

    Pay Versus Performance Table

  100. Pay Versus Performance Table

    | | | | | | Value of initial fixed $100 Investment(2) | | | | | Year | Reported Summary Compensation Table Total for PEO($) | Compensation Actually Paid to PEO(5)($) | Average Reported Summary Compensation Table Total for Non-PEO NEOs(1)($) | Average Compensation Actually Paid Non-PEO NEOs(1)(5)($) | Company Total Shareholder Return($) | Peer Group Total Shareholder Return(3)($) | Net Income (in millions)($) | PF Op Income (in millions)(4)($) | | 2024 | 7,168,732 | (5,130,731) | 2,617,983 | (2,369,792) | 383.74 | 491.01 | 179.8 | 261.9 | | 2023 | 8,423,593 | 30,372,331 | 3,036,107 | 11,493,108 | 495.46 | 277.14 | 333.9 | 251.9 | | 2022 | 7,130,474 | 19,432,713 | 3,160,306 | 5,746,805 | 260.04 | 137.05 | (14.3) | 256.2 | | 2021 | 5,761,497 | 13,591,885 | 1,538,175 | 1,940,042 | 213.36 | 219.49 | 18.3 | 210.5 | | 2020 | 5,377,663 | 6,454,443 | 2,291,740 | 2,827,485 | 126.75 | 145.23 | (40.5) | 181.8 |

  101. Pay Versus Performance Table

    | (1) The NEOs for each applicable year are: |

  102. Pay Versus Performance Table

    | • | 2024: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, and John Shinn. |

  103. Pay Versus Performance Table

    | • | 2023: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, and John Shinn. |

  104. Pay Versus Performance Table

    | • | 2022: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, John Shinn, and Keith Jones. Mr. Jones resigned from his position as Vice President, Finance, and Interim Chief Financial Officer effective as of August 5, 2022. |

  105. Pay Versus Performance Table

    | • | 2021: PEO: Luc Seraphin. Other NEOs: Sean Fan, John Shinn, Keith Jones, Jae Kim, and Rahul Mathur. Mr. Kim resigned from his position as Senior Vice President, General Counsel and Secretary effective as of February 19, 2021. Mr. Mathur resigned from his position of Senior Vice President, Finance and Chief Financial Officer effective as of November 15, 2021. |

  106. Pay Versus Performance Table

    | • | 2020: PEO: Luc Seraphin. Other NEOs: Sean Fan, Jae Kim, and Rahul Mathur. |

  107. Pay Versus Performance Table

    | (2) Cumulative TSR at each fiscal year end is measured as of a base period starting as of December 31, 2019 |

  108. Pay Versus Performance Table

    | (3) The peer group used for relative TSR is the RDG Semiconductor Composite Index, comprising 77 constituent companies, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K disclosure |

  109. Pay Versus Performance Table

    | (4) The Company-selected measure is pro-forma operating income, as described in our CD&A section of the proxy. Pro-forma operating income is a non-GAAP measure that consists of GAAP operating income, adjusted for stock-based compensation expense, amortization |

  110. Pay Versus Performance Table

    | expense, certain acquisition related expenses, retention bonuses, restructuring expenses, impairment charges, non-cash interest expense and certain other one-time or extraordinary expenses or credits and, as described in the CD&A section of the proxy, was also adjusted for Customer Licensing Income. Other one-time or extraordinary expense or income items may be excluded from pro-forma operating income as determined by the Compensation and Human Resources Committee. |

  111. Pay Versus Performance Table

    | (5) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP (a djustments for pension or dividend payments are not covered, as Rambus does not have supplemental executive retirement plans and does not pay dividends on equity award s, and due to rounding, the calculated final value of the numbers shown in the following table may not be the precise values reported above ): |

  112. Pay Versus Performance Table

    | | | | Equity Awards | | | | | | Year | Executives | SCT Total($) | Deduct SCT Stock & Option Awards($) | Add Year-End Value of Unvested Equity Granted in Year($) | Add Change in Value of Unvested Awards Granted in Prior Years($) | Add Change in Value of Vested Equity Granted in Year($) | Add Change in Value of Vested Equity Granted in Prior Years($) | | 2024 | PEO | 7,168,732 | 5,737,849 | 4,948,403 | (3,587,625) | 0 | (7,922,391) | | | Other NEO* | 2,617,983 | 1,846,842 | 1,588,595 | (2,333,628) | 0 | (2,395,901) | | 2023 | PEO | 8,423,593 | 7,190,089 | 11,012,250 | 10,245,511 | 0 | 7,881,066 | | | Other NEOs* | 3,036,107 | 2,308,102 | 3,526,754 | 5,965,043 | 0 | 1,273,305 | | 2022 | PEO | 7,130,474 | 5,857,203 | 8,872,767 | 3,476,967 | 0 | 5,809,709 | | | Other NEOs* | 3,160,306 | 2,492,078 | 4,235,555 | 430,855 | 0 | 412,167 | | 2021 | PEO | 5,761,497 | 4,511,773 | 6,755,857 | 3,551,346 | 0 | 2,034,959 | | | Other NEOs* | 1,538,175 | 1,055,024 | 774,181 | 324,841 | 0 | 357,869 | | 2020 | PEO | 5,377,663 | 4,050,500 | 4,009,500 | 1,041,477 | 0 | 76,303 | | | Other NEOs* | 2,291,740 | 1,369,477 | 1,377,093 | 507,449 | 0 | 20,680 |

  113. Pay Versus Performance Table

    | * Presented on an averaged basis. |

  114. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    Relationship Between Compensation Actually Paid (CAP) and Performance Measures The Pay versus Performance table above and graphs below demonstrate that our executives’ CAP is generally aligned with our Company’s performance over time. Specifically:

  115. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | • | PEO and NEO pay is strongly aligned with our TSR performance. Each year, PEO and NEO CAP generally fluctuated with our TSR performance. |

  116. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | • | Net income does not link directly to CAP, TSR, or pro-forma operating income, primarily due to one-time non-operating expenses included in the net income number, per accounting requirements. As such, it does not generally track with CAP or other important financial measures and is not used in our incentive programs. |

  117. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    In prior years, Rambus’ TSR either tracked with or outperformed the TSR of the RDG Semiconductor Composite Index peer group year-over-year, however in 2024 Rambus’ TSR declined compared to the TSR of this peer group.