RMBS Rambus Inc

General Information About The Meeting

Proposal One: Election of Directors

Nominees

Vote Required

Information About Nominees and Other Directors

Board of Directors Meetings and Committees

Director Independence

Director Qualifications

Corporate Governance Principles

Section 16(a) Beneficial Ownership Reporting Compliance

Executive Sessions of the Independent Directors

Committees of the Board of Directors

Audit Committee

Compensation Committee

Compensation Committee Interlocks and Insider Participation

Corporate Governance/Nominating Committee

Identifying and Evaluating Nominees For Directors

Consideration of Stockholder Nominees to the Board

Board Leadership Structure and Role in Risk Oversight

Transactions with Related Persons

Review, Approval or Ratification of Transactions with Related Persons

Proposal Two: Advisory Vote to Approve Named Executive Officer Compensation

Proposal Three: Approval of 2015 Equity Incentive Plan

Proposal Four: Approval of 2015 Employee Stock Purchase Plan

Proposal Five: Ratification of Appointment of Independent Registered Public Accounting Firm

Our History with PricewaterhouseCoopers

Principal Accountant Fees and Services

Policy on Audit Committee Pre-Approval of Audit and the Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Independence of PricewaterhouseCoopers LLP

Vote Required

Equity Compensation Plan Information

Security Ownership of Certain Beneficial Owners And Management

Executive Officers of the Company

Executive Compensation

Executive Compensation Tables

Summary Compensation Table

Grants of Plan Based Awards

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Potential Payments Upon Termination or Change-in-Control

Compensation of Directors

Summary of Director Plan

Audit Committee Report

Report of the Audit Committee

Review with Management

Review and Discussions with the Independent Registered Public Accounting Firm

Conclusion

Other Matters

Who May Attend

You may attend the Annual Meeting if you owned your shares, either as a stockholder of record or as a beneficial owner as described below, as of the close of business on February 27, 2015 (the “Record Date”).

Stockholders of Record. If your shares are registered directly in your name, then you are considered to be the stockholder of record with respect to those shares, and we are sending these proxy materials directly to you. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/RMBS2015. Stockholders may vote and submit questions while attending the meeting on the Internet.

Beneficial Owners. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and your broker or nominee is forwarding these proxy materials to you. Your broker or nominee is considered to be the stockholder of record with respect to those shares.

Who May Vote

You may vote at the Annual Meeting if you owned your shares, either as a stockholder of record or as a beneficial owner, as of the close of business on the Record Date. As of that date, we had a total of 115,418,949 shares of common stock outstanding, which were held of record by 577 stockholders. You are entitled to one vote for each share of our common stock that you own.

As of the Record Date, we had no shares of preferred stock outstanding.

Voting Your Proxy

Stockholders of Record. If you hold your shares in your own name as a holder of record, you may instruct the proxy holders how to vote your common stock by:

•    voting via the internet at www.proxyvote.com;

•    voting by telephone at 1-800-690-6903; or

•    voting by mail (if you requested printed copies of the proxy materials to be mailed to you), by completing, signing, dating and mailing the proxy card in the postage-paid envelope provided.

Even if you vote your shares by proxy, you may also choose to attend the Annual Meeting and vote your shares in person. If you provide instructions in your completed proxy card, the proxy holders will vote your shares in accordance with those instructions. If you sign and return a proxy card without giving specific voting instructions, your shares will be voted “FOR” all of the proposals described herein.

Beneficial Owners. If you are the beneficial owner of shares held in street name, you have the right to direct your broker how to vote. Your broker or nominee has enclosed with these materials or provided voting instructions for you to use in directing the broker or nominee how to vote your shares.

You are invited to attend the Annual Meeting and vote your shares at the Annual Meeting.

We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the meeting is adjourned or postponed, the proxy holders can vote your shares on the new meeting date as well, unless you have subsequently revoked your proxy.

Changing Your Vote

Stockholders of Record. If you would like to change your vote you can do so in the following ways:

•    deliver written notice of your revocation to our Secretary/General Counsel prior to the Annual Meeting;

•    deliver a properly executed, later dated proxy prior to the Annual Meeting;

•    vote again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted); or

•    attend the Annual Meeting and vote at the meeting.

Please note that your attendance at the meeting in and of itself is not enough to revoke your proxy.

Beneficial Owners. If you instructed a broker or nominee to vote your shares following the directions originally included with these materials or provided to you, you can change your vote only by following your broker or nominee’s directions for doing so.

Cost of this Proxy Solicitation

Meeting Quorum

Our Voting Recommendations

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the directions of the stockholder. However, if no specific instructions are given, the shares will be voted in accordance with the following recommendations of our Board of Directors:

•    “FOR” the election of Ronald Black, Penelope A. Herscher and Eric Stang as Class II directors;

•    “FOR” the advisory vote to approve named executive officer compensation, as disclosed in this Proxy Statement;

•    “FOR” the approval of our 2015 Equity Incentive Plan;

•    “FOR” the approval of our 2015 Employee Stock Purchase Plan; and

•    “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.

Abstentions and

Broker Non-Votes

We treat shares that are voted “ABSTAIN” in person or by proxy as being:

•    present for purposes of determining whether or not a quorum is present at the Annual Meeting; and

•    entitled to vote on a particular subject matter at the Annual Meeting.

In the election of directors, any vote you make that is “ABSTAIN” for any 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.

For the other proposals, an “ABSTAIN” vote is the same as voting against the proposal.

If you hold your common stock through a broker, the broker may be prevented from voting shares held in your brokerage account on some proposals (a “broker non-vote”) unless you have given the broker voting instructions. Thus, if you hold your common stock through a broker, it is critical that you cast your vote if you want it to count. If you hold your common stock through a broker and you do not instruct your broker how to vote on Proposals One, Two, Three and Four, it will be considered a broker non-vote and no votes will be cast on your behalf with respect to such Proposals. Shares that are subject to a broker non-vote are counted for purposes of determining whether a quorum exists but do not count for or against any particular proposal.

Your broker will continue to have discretion to vote any uninstructed shares on Proposal Five, the Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm.

Stockholders may present proposals for action at a future annual meeting only if they comply with the requirements of our bylaws and the proxy rules established by the SEC.

Stockholder proposals, including nominations for the election of directors, which are intended to be presented by such stockholders at our 2016 Annual Meeting of Stockholders must be received by us no later than November 13, 2015 to be considered for inclusion in the proxy statement and proxy card relating to that meeting.

In addition to the SEC rules, our bylaws establish an advance notice procedure for proposals that a stockholder wants to have included in our proxy statement relating to a meeting or to have brought before the meeting. To be timely, a stockholder proposal must be received by the Company’s Secretary/General Counsel at the principal executive offices of the Company not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. However, if no annual meeting was held in the

previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then notice must be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting, or the tenth day following the day on which public announcement of the date of such annual meeting is first made.

Moreover, your notice must contain specific information concerning the matters to be brought before the meeting. We urge you to read our bylaws in full in order to understand the requirements of bringing a proposal or nomination.

A copy of the full text of the bylaw provision relating to our advance notice procedure may be obtained by writing to our Secretary/General Counsel or by accessing a copy of our bylaws, which are publicly available at http://www.sec.gov. All notices of proposals by stockholders, whether or not included in proxy materials, should be sent to Rambus Inc., 1050 Enterprise Way, Suite 700, Sunnyvale, California 94089, Attention: Secretary.

Our Board of Directors may be contacted by writing to them via regular mail at Board of Directors, Rambus Inc., 1050 Enterprise Way, Suite 700, Sunnyvale, California 94089. If you wish to contact our Board of Directors or any member of the Audit Committee to report questionable accounting or auditing matters you may do so anonymously by using this mailing address and designating the communication as “confidential.”

Our process for handling communications to our Board of Directors is as follows:

Any stockholder communications that our Board of Directors receives will first go to our Secretary/General Counsel, who will log the date of receipt of the communication as well as (for non-confidential communications) the identity of the correspondent in our stockholder communications log.

Unless the communication is marked “confidential,” our Secretary/General Counsel will review, summarize and, if appropriate, draft a response to the communication in a timely manner. The summary and response will become part of the stockholder communications log that our Secretary/General Counsel maintains with respect to all stockholder communications.

Our Secretary/General Counsel will then forward the stockholder communication along with the memo to the member(s) of our Board of Directors (or committee chair if the communication is addressed to a committee) for review.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy. If your proxy statement is being householded and you would like to receive separate copies, or if you are receiving multiple copies and would like to receive a single copy, please contact Investor Relations at Rambus Inc., 1050 Enterprise Way, Suite 700, Sunnyvale, California 94089, Attention: Secretary, or ir@rambus.com, or place a collect call to the Company, at (408) 462-8000, and direct the call to the Investor Relations Department.

Nominees

Three Class II directors are to be elected at the Annual Meeting for a two-year term ending in 2017. Based upon the recommendation of our Corporate Governance/Nominating Committee, our Board has nominated: Ronald Black, Penelope A. Herscher and Eric Stang for election as Class II directors.

If any of Ronald Black, Penelope A. Herscher and Eric Stang 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 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 February 27, 2015. This information includes the specific experience, qualifications, attributes and skills that led to the Board of Directors’ conclusion that the person should serve as a director.

Name

Age

Principal Occupation and Business Experience

Name

Age

Principal Occupation and Business Experience

that offers products and services to original equipment manufacturers and mobile network operators in the mobile phone marketplace. From June 2009 to October 2010, Dr. Black served as Chairman and CEO of UPEK, Inc. Dr. Black currently serves as a board member of EnOcean GmbH, a German-based company that manufactures and markets energy harvesting technology, sensors, and radio frequency communication.

From September 2010 to November 2012, he served as a board member of AuthenTec, Inc., which he joined following the AuthenTec-UPEK merger in September 2010 and from 2007 to 2013, he served as a board member of Inside Contactless, a France-based company engaged in the semiconductors and information technology industry. From September 2004 to June 2009, he was chief executive officer of Wavecom S.A., a publicly traded French wireless solutions company. Dr. Black holds a Bachelor of Science, a Masters of Science, and a Ph.D. in materials science and engineering from Cornell University in Ithaca, N.Y.

Dr. Black’s status as our chief executive officer, his record as a leader of various technology companies, both domestic and foreign, and his deep technical expertise led the Board of Directors to conclude that he should serve as a director.

Penelope A. Herscher

Ms. Herscher has served as a director since July 2006. She currently holds the position of president and chief executive officer of FirstRain, Inc., a custom-configured, on-demand intelligence services firm, which she joined in 2005. Ms. Herscher previously held the position of executive vice president and chief marketing officer at Cadence Design Systems from 2002 to 2003, and executive vice president and general manager, Design and Verification Business during the second half of 2003. From 1996 to 2002, Ms. Herscher was president and chief executive officer of Simplex Solutions, which was acquired by Cadence in 2002. Before Simplex, she was an executive at Synopsys for eight years and started her career as an R&D engineer with Texas Instruments. She holds a M.A. with honors in Mathematics from Cambridge University in England. Ms. Herscher serves on the boards of FirstRain, JDS Uniphase, Inc. and several non-profit institutions.

Ms. Herscher’s experience as chief executive officer of technology companies, the successful sale of a company under her leadership to a larger technology company and her years of business and leadership experience led the Board of Directors to conclude that she should serve as a director.

Eric Stang

55

Name

Age

Principal Occupation and Business Experience

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. Mr. Stang received his A.B. from Stanford University and M.B.A. from the Harvard Business School. Mr. Stang also serves on the board of Invensense and several private companies.

Mr. Stang’s experience as chief executive officer of high technology companies, his prior experience in the memory products market and his years of business and leadership experience led the Board of Directors to conclude that he should serve as a director.

Name

Principal Occupation and Business Experience

J. Thomas Bentley

Mr. Bentley has served as a director since March 2005, and has served as Chairman of the Board from June 2011 to March 2013. He served as a managing director at SVB Alliant (formerly Alliant Partners), a mergers and acquisitions firm, since he co-founded the firm in 1990 until October 2005. Mr. Bentley holds a B.A. in Economics from Vanderbilt University and an M.S. in Management from the Massachusetts Institute of Technology. Mr. Bentley currently serves on the board of Nanometrics, Inc.

Mr. Bentley’s financial expertise and years of business and leadership experience, including fifteen years as a co-founder of a financial advisory firm, allow him to provide strategic guidance to us and led the Board of Directors to conclude that he should serve as a director. In addition, our Board of Directors’ determination that Mr. Bentley is the Audit Committee “financial expert” lends further support to his financial acumen and qualifications for serving on our Board of Directors.

E. Thomas Fisher

Mr. Fisher has served as a director since January 2015. He is currently senior vice president and chief information officer (“CIO”) of Global Commercial Cloud Services at Oracle Corporation and has held the position since June 2011. Prior to joining Oracle, Mr. Fisher served as CIO and vice president of Cloud Computing at SuccessFactors, Inc., now SAP, from April 2009 to June 2011. Prior to joining SuccessFactors, Mr. Fisher spent seven years at Qualcomm where he served as CIO of CDMA Technologies. Before Qualcomm, he was vice president and acting chief technology officer at eBay Inc. Mr. Fisher holds a bachelor of arts degree from the University of North Carolina in Charlotte.

Mr. Fisher’s experience as a technology officer of high technology companies, his experience with cloud based products and services as well as his business and leadership experience allow him to provide strategic guidance to the Board and the Company, which led the Board of Directors to conclude that he should serve as a director.

Name

Principal Occupation and Business Experience

Charles Kissner

Mr. Kissner has served as a director since July 2012. He is currently chairman of ShoreTel Inc., a business communications systems company. Mr. Kissner is also on the boards of Aviat Networks, a leader in wireless transmission systems and Meru Networks, a technology leader in the enterprise wireless systems market. From January 2007 to February 2015, he was the chairman of Aviat Networks and from June 2010 to July 2011, Mr. Kissner was chairman and CEO of Aviat Networks. 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 products, 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 (now Alcatel-Lucent). He has also served on a number of other public and private boards, as well as not-for-profit boards such as the NPR Foundation and Angel Flight, Inc. He currently serves on the board of

non-profit 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 companies and his years of business and leadership experience led the Board of Directors to conclude that he should serve as a director.

David Shrigley

Mr. Shrigley has served as a director since October 2006. He was most recently the Executive Chairman of Soil and Topography Information, Inc. Mr. Shrigley was a member of the board of Wolfson Microelectronics plc, a supplier of mixed-signal chips for the digital market from November 2006 to December 2008, and was its chief executive officer from March 2007. He served as a general partner at Sevin Rosen Funds, a venture capital firm, from 1999 to 2005. Prior to that, Mr. Shrigley held the position of executive vice president, Marketing, Sales and Service at Bay Networks, a network hardware company. Mr. Shrigley served in various executive positions at Intel Corporation, including vice president and general manager of Asia Pacific sales and marketing operations based in Hong Kong, and vice president and general manager, corporate marketing. Mr. Shrigley holds a B.S. in Business Administration from Franklin University.

Mr. Shrigley’s experience as a director and executive officer of high technology companies, his experience in the venture capital industry and his years of international business and leadership experience led the Board of Directors to conclude that he should serve as a director.

Our Board of Directors held a total of 10 meetings during 2014.
During 2014, each member of our Board of Directors attended 75% or
more of the meetings of the Board of Directors and of the committees,
if any, of which she or he was a member.

Our Board of Directors has determined that each of the following directors, constituting a majority of our Board of Directors, has no material relationship with us (either directly as a partner, stockholder or officer of an organization that has a relationship with us) and is “independent” under the applicable NASDAQ and SEC rules: J. Thomas Bentley, E. Thomas Fisher, Penelope A. Herscher, Charles Kissner, David Shrigley and Eric Stang.

Each of the committees of our Board of Directors is composed of independent directors as follows:

J. Thomas Bentley (Chair)

Charles Kissner

David Shrigley

Compensation

Committee:

Penelope A. Herscher (Chair)

E. Thomas Fisher

Charles Kissner

Corporate Governance/

Nominating Committee:        

Eric Stang (Chair)

David Shrigley

Director Qualifications

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our stockholders’ interests

It is the policy of the Board of Directors to have executive sessions of the independent directors at which only independent directors are present, typically in conjunction with the regularly scheduled meetings of the Board of Directors.

During 2014, our Board of Directors had three standing committees:

•    an Audit Committee,

•    a Compensation Committee and

•    a Corporate Governance/Nominating Committee.

The following describes each committee, its function, its membership, and the number of meetings held during 2014.

Each of the committees operates under a written charter adopted by our Board of Directors. All of the current committee charters are available on our website at http://investor.rambus.com/governance.cfm.

Currently, the Audit Committee is composed of J. Thomas Bentley, Charles Kissner and David Shrigley, with Mr. Bentley serving as Chair. The Audit Committee oversees our corporate accounting and financial reporting processes and internal control over financial reporting, as well as our internal and external audits. The Audit Committee held 8 meetings during 2014. Its duties include:

•    Reviewing our accounting and financial reporting processes and internal control over financial reporting;

•    Providing oversight and review at least annually of our risk management policies, including our investment policy;

•    Retaining the independent registered public accounting firm, approving their fees, and providing oversight of communication with them;

•    Reviewing the plans, findings and performance of our internal auditors;

•    Reviewing our annual and quarterly financial statements and related disclosure documents; and

•    Overseeing special investigations into financial and other matters, as necessary.

Our Board of Directors has determined that Mr. Bentley is the Audit Committee “financial expert” and that Mr. Bentley, together with each of Messrs. Kissner and Shrigley, has no material relationship with us (either directly as a partner, stockholder or officer of an organization that has a relationship with us) and is an “independent director” under the applicable NASDAQ and SEC rules.

The Audit Committee’s role is detailed in the Audit Committee Charter and is available on our website at http://investor.rambus.com/governance.cfm.

Currently, the Compensation Committee is composed of E. Thomas Fisher (who joined in January 2015), Penelope A. Herscher and Charles Kissner, with Ms. Herscher serving as Chair. Our Board of Directors has determined that each of Mr. Fisher, Ms. Herscher and Mr. Kissner are independent under the rules for compensation committee independence under the applicable NASDAQ and SEC rules. The Compensation Committee reviews and determines all forms of compensation to be provided to our executive officers, including the named executive officers and directors of Rambus, including base compensation, bonuses, and stock compensation. The Compensation Committee held 6 meetings during 2014. Its duties include:

•    Annually reviewing and approving the Chief Executive Officer (“CEO”) and other executive officers’ compensation in the context of their performance, which includes reviewing and approving their annual base salary, annual incentive bonus, including the specific goals, targets, and amounts, equity compensation, and any employment agreements, and any other benefits, compensation or arrangements, as applicable;

•    Administering our stock option and equity incentive plans pursuant to the terms of such plans and the authority delegated by our Board of Directors, including: granting stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) or other equity compensation to individuals eligible for such grants and amend such awards following their grant; amending the plans; and delegating to appropriate executive officers of the Company the ability to grant awards to non-executive officer employees of the Company pursuant to specific guidelines;

•    Adopting, amending and overseeing the administration of our significant employee benefits programs;

•    Reviewing external surveys to establish appropriate ranges of compensation;

•    Retaining and terminating any compensation consultant to assist in the evaluation of CEO or executive officer or director compensation, and approving the consultant’s fees and other terms of service, as well as obtaining advice and assistance from internal or external legal, accounting or other advisors; and

•    Conducting an annual assessment of the Company’s engagement with compensation consultants retained by the Board and/or management, as applicable, including the nature and extent of services provided, the amount of fees paid and who made or recommended the decision to retain the compensation consultants.

The Compensation Committee uses Semler Brossy Consulting Group, LLC (“SBCG”) to assist in evaluating executive and director compensation, and has determined that SBCG is an independent consultant under applicable NASDAQ rules.

A detailed description of the processes and procedures of the Compensation Committee for considering and determining executive and director compensation, including the role of SBCG, is provided in the “Executive Compensation” section of this proxy statement.

The Compensation Committee’s role is detailed in the Compensation Committee Charter, which is available on our website at http://investor.rambus.com/governance.cfm

The Compensation Committee is comprised entirely of the three independent directors listed above. During 2014, there were no interlock relationships by our Compensation Committee members. Please see the Compensation Discussion and Analysis section of this Proxy Statement for further discussion.

Currently, the Corporate Governance/Nominating Committee is composed of Eric Stang and David Shrigley, with Mr. Stang serving as Chair. Our Board of Directors has determined that each of Messrs. Stang and Shrigley are “independent” under applicable NASDAQ and SEC rules. The Corporate Governance/Nominating Committee held 4 meetings during 2014.

The Corporate Governance/Nominating Committee recommends and approves Rambus’ Corporate Governance Guidelines. Its duties include:

•    Evaluating and making recommendations to the Board of Directors concerning the appointment of directors to committees of the Board of Directors and the selection of committee chairs;

•    Identifying best practices and recommending corporate governance principles;

•    Overseeing the evaluation of the Board of Directors; and

•    Proposing the slate of nominees for election to the Board of Directors.

The Corporate Governance/Nominating Committee’s role is detailed in the Corporate Governance/Nominating Committee Charter which is available on our website at http://investor.rambus.com/governance.cfm.

The Corporate Governance/Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director, including those discussed in the “Director Qualifications” section of this proxy statement. In the event that vacancies on the Board of Directors are anticipated, or otherwise arise, the committee will consider various potential candidates for director. Candidates may come to the attention of the committee through current members of the Board of Directors, professional search firms, stockholders or other persons. The Corporate Governance/Nominating Committee has from time to time retained third parties to whom a fee is paid to assist it in identifying or evaluating potential director nominees.

Stockholders may propose director candidates for general consideration by the Corporate Governance/Nominating Committee by submitting in proper written form the individual’s name, qualifications, and the other information set forth below in “Consideration of Stockholder Nominees to the Board” to the Secretary/General Counsel of the Company. The Corporate Governance/Nominating Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Stockholders may nominate directors for election at an annual meeting or at a special meeting at which directors are to be elected or re-elected, provided that the advance notice requirements for director nominations set forth in the Company’s bylaws have been met. As summarized below, this advance notice provision requires a stockholder to give timely notice of a director nomination in proper written form to the Secretary/General Counsel of the Company at Rambus Inc., 1050 Enterprise Way, Suite 700, Sunnyvale, CA 94089, Attention: Secretary.

In order for a stockholder to give timely notice of a director nomination for an annual meeting, the notice must be received by the Secretary/General Counsel at the Company’s principal executive offices not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. However, if no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then notice must be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting, or the tenth day following the day on which public announcement of the date of such annual meeting is first made.

In order for a stockholder to give timely notice of a director nomination for a special meeting at which directors are to be elected or re-elected, the notice must be received by the Secretary/General Counsel at the Company’s principal executive offices not later than the later of the 90th

day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected or re-elected at such meeting.

To be in proper written form, a stockholder’s notice to the Secretary/General Counsel of the Company must set forth the information required by our bylaws, which we urge you to read in full in order to understand the requirements for making a director nomination.

Our Corporate Governance Guidelines require that the Chairperson of the Board not be the CEO of the Company. In addition, while the Chairperson works closely with the CEO and other members of our management, the Chairperson is not part of management and does not have an operating or external role or responsibility. The Board of Directors considers it useful and appropriate to designate a Chairperson to act as the presiding director at Board of Directors meetings, to call and organize such meetings and manage the agenda thereof, and to manage the affairs of the Board of Directors, including ensuring that the Board of Directors is organized properly, functions effectively, and meets its obligations and responsibilities. The Chairperson also acts as the principal contact for the CEO and other members of the Board of Directors and management, as appropriate, for matters requiring the attention of the full Board of Directors. We believe that this leadership structure is appropriate given the attention, time, effort, and energy that the CEO is required to dedicate to his position in the current business environment, and the high level of commitment required to serve as our Chairperson.

The Board of Directors plays an integral role in our risk oversight processes. The Board of Directors meets regularly to receive reports from its committees, as well as from management with respect to areas of material risk to the Company, including legal, operational, financial and strategic risks. In addition, the Audit Committee oversees and reviews at least annually our risk management policies, including our investment policies.

In the event that a director or executive officer is going to enter into a related party transaction with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role, the director or executive officer must fully disclose the nature of the related party transaction to our Chief Financial Officer. For directors and executive officers, such related party transaction then must be reviewed and approved in advance by the Audit Committee. For other conflicts of interest that may arise, the Code of Business Conduct and Ethics advises our directors and executive officers to consult with our General Counsel.

In addition, each director and officer is required to complete a Director and Officer Questionnaire on an annual basis and upon any new appointment, which requires disclosure of any related-party transactions pertaining to the director or executive officer. Our Board of Directors will consider such information in its determinations of independence with respect to our directors under applicable NASDAQ and SEC rules.

Proposed authorization of 4,000,000 shares under the 2015 Plan, plus (i) the number of shares that remain available for grant under the 2006 Plan as of the effective date of the 2015 Plan, which equaled approximately 8,300,000 shares as of February 27, 2015 and (ii) the number of shares that are subject to awards under the 2006 Plan as of the effective date of the 2015 Plan that, on or after the effective date of the 2015 Plan, are forfeited, cancelled, exchanged, surrendered or terminate under the terms of the 2006 Plan; provided, however, that no more than 10,000,000 shares may be granted pursuant to options intended to qualify as incentive stock options.

The 2015 Plan has a 1.5:1 conversion ratio for full-value awards.

A committee of independent directors administers the 2015 Plan.

The 2015 Plan prohibits us from implementing a program to increase or reduce the exercise price of outstanding awards or surrender or cancel outstanding awards for new awards and/or cash.

The 2015 Plan does not provide for automatic vesting of equity awards based solely on the occurrence of a change in control unless awards are not assumed or substituted for in connection with the change in control.

Although the 2015 Plan permits a number of types of equity and cash long-term incentives, we intend to continue to have a long-term incentive program with a strong focus on our performance. In March of 2015, we introduced performance units into our executive compensation program to further align executive and stockholder interests, which only vest if certain company performance targets are met.

Non-employee members of the Board of Directors may not be granted, in any fiscal year, cash-settled or stock-settled awards in excess of limits contained in the 2015 Plan.

We have stock ownership guidelines for our executive officers and Board of Directors.

All employees are prohibited from hedging transactions involving Rambus stock.

Our executive officers are not entitled to any perquisites that are not generally available to employees.

Vote Required; Recommendation of the Board of Directors

Approval of the 2015 Plan requires the affirmative vote of a majority of the shares of our Common Stock that are present in person or by proxy and entitled to vote at the Annual Meeting.

Our Board of Directors recommends that you vote “FOR” approval of our 2015 Equity Incentive Plan.

Considerations of the Board of Directors in Makings its Recommendation

Upon the recommendation of the Compensation Committee, our Board of Directors approved the 2015 Plan and the number of shares of our Common Stock reserved thereunder following substantial review of, and deliberation concerning, historical grant practices, forecasted grant practices, awards outstanding under existing grants, analyses provided by consultants and third-party data providers, and the potential dilutive impact of the requested share reserve. After considerable deliberation, the Board of Directors subsequently approved the 2015 Plan and the number of shares of our Common Stock reserved thereunder, subject to approval by our stockholders. In determining the number of shares reserved for issuance under the 2015 Plan, the Board considered a number of factors, including:

•    Historical Grant Practices. The Board considered the historical numbers of equity awards that Rambus has granted in the past three years. The annual share usage, or burn rate, under our equity compensation program for the last three years was as follows:

Our three-year burn rate, which we define as the number of shares subject to equity awards granted in a year divided by the weighted average common shares outstanding for that fiscal year, is below industry guidelines recommended by Institutional Shareholder Services (“ISS”). Our senior management, Compensation Committee and Semler Brossy Consulting Group, LLC, the independent consultants to the Compensation Committee, reviewed our burn rate as compared to our industry peer companies and indexes provided by two different third-party data providers. Our Board ultimately approved the reservation of 4,000,000 shares, plus the number of shares that remain available for

issuance under the 2006 Plan as of the effective date of the 2015 Plan. As of February 27, 2015, there were approximately 8,300,000 shares that remained available for future grant under the 2006 Plan, so initially there would be approximately 12,300,000 shares available for issuance under the 2015 Plan. In addition, any shares subject to stock options or other awards granted under the 2006 Plan that on or after the effective date of the 2015 Plan are forfeited, cancelled, exchanged or surrendered or terminate under the 2006 Plan will become available for grant under the 2015 Plan. No more than 10,000,000 shares may be granted pursuant to options intended to qualify as incentive stock options. No additional grants will be made under the 2006 Plan if our stockholders approve the 2015 Plan.

•    Forecasted Grant Practices. We currently forecast granting options and full-value awards (in the form of restricted stock units and performance units) covering approximately 12,300,000 shares, if approved, over the next three-year period, which is equal to 9.7% of our fully diluted common stock outstanding as of February 27, 2015. We also estimate cancellation of options and forfeitures of restricted stock unit awards of approximately 4,000,000 shares over this period, based on our historic rates. If our expectation for cancellations is accurate, our net grants (grants less cancellations) over the next three-year period would be approximately 8,300,000 shares, or approximately 6.5% of our fully diluted common stock outstanding as of February 27, 2015. We believe, and our Board considered, that the requested share reserve in light of this expected forecast will allow us to make equity awards for the purpose of our expected new hires, focal awards, any special retention needs and employee growth through any opportunistic acquisitions or hiring for the next three years. However, circumstances could alter this projection, such as a change in business conditions, our stock price, competitive pressures for attracting and retaining employees, or our company strategy.

•    Awards Outstanding Under Existing Grants and Dilutive Impact. We have outstanding, as of February 27, 2015, stock options covering approximately 11,213,192 shares and approximately 2,006,420 unvested restricted stock units. Accordingly, the approximately 13,219,612 shares subject to outstanding awards (commonly referred to as the “overhang”) represent approximately 10.3% of our fully diluted outstanding shares and the dilutive impact of the initial share reserve under the 2015 Plan of approximately 12,300,000 shares that would be available for issuance if Proposal Three is approved would increase the overhang percentage by an additional 7.8% to approximately 18.1%, each based on our fully diluted outstanding shares as of February 27, 2015.

•    Modeling Analysis. We considered various stockholder models that considered what would be expected to be an allowable cap as compared to that we are seeking in Proposal Three, and we have concluded that our request is below such cap. While the modeling we used only represented one analysis subject to a number of assumptions, we and our Board considered the model as a useful benchmark in how we approached the approximately 12,300,000 share cap in Proposal Three. We only considered this modeling benchmarking information in relation to the other empirical data provided by at least two other third-party data providers.

•    Tax Effect for Rambus. We generally will be entitled to a tax deduction in connection with an award under the 2015 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”), however, no deduction is allowed for certain compensation paid to our Chief Executive Officer and other “covered employees” to the extent that the amount paid to the executive exceeds $1,000,000. Section 162(m) excludes from this calculation compensation that qualifies as “performance-based compensation” within the meaning of Section 162(m). The 2015 Plan permits the Compensation Committee to grant equity awards that qualify as performance-based compensation under Section 162(m) but the Compensation Committee may, in its discretion, grant equity awards that are not intended to qualify as performance-based compensation under Section 162(m).

The following is a summary of the principal features of the 2015 Plan and its operation. The summary is qualified in its entirety by reference to the 2015 Plan set forth in Appendix A.

The 2015 Plan provides for the grant of the following types of incentive awards:

•    stock options

•    stock appreciation rights

•    restricted stock

•    restricted stock units

•    performance shares and performance units

•    other stock or cash awards

Each of these is referred to individually as an “Award.”

Eligibility

Shares Available

If we declare a stock dividend or engage in a reorganization or other change in our capital structure, including a merger, the administrator will adjust:

•    the number and class of shares available for issuance under the 2015 Plan

•    the number, class and price of shares subject to outstanding Awards

•    the specified per-person limits on Awards, as appropriate to reflect the change

Administration

Options

Stock Appreciation Rights

Restricted Stock

Awards of restricted stock are rights to acquire or purchase shares of our Common Stock, which vest in accordance with the terms and conditions established by the administrator in its sole discretion. If the administrator desires that the Award qualify as performance-based compensation under Section 162(m), any vesting restrictions will be based on a specified list of performance goals and certain other requirements (see “Performance Goals” below for more information). The administrator, in its sole discretion, may provide at the time of or following the date of grant for accelerated vesting for an Award of restricted stock.

The Award agreement generally will grant us a right to repurchase or reacquire the shares upon the termination of the participant’s service with us for any reason (including death or disability). The administrator will determine the number of shares granted pursuant to an Award of restricted stock, but for Awards intended to qualify as performance-based compensation under Section 162(m), no participant will be granted a right to purchase or acquire more than 300,000 shares of restricted stock during any fiscal year, except that a participant may be granted up to an additional 300,000 shares of restricted stock in connection with his or her initial employment with us.

Restricted Stock Units

Awards of restricted stock units result in a payment to a participant only if the vesting criteria the administrator establishes is satisfied. The administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. Notwithstanding the foregoing, if the administrator desires that the Award qualify as performance-based compensation under Section 162(m), any vesting restrictions will be based on a specified list of performance goals and certain other requirements (see “Performance Goals” below for more information). Upon satisfying the applicable vesting criteria, the participant will be entitled to the payout specified in the Award agreement. At any time after the grant of restricted stock units, the administrator may reduce or waive any vesting criteria that must be met to receive a payout.

The administrator, in its sole discretion, may pay earned restricted stock units in cash, shares, or a combination thereof. Restricted stock units that are fully paid in cash will not reduce the number of shares available for grant under the 2015 Plan. On the date set forth in the Award agreement, all unearned restricted stock units will be forfeited to us. The administrator determines the number of restricted stock units granted to any participant, but for Awards intended to qualify as performance-based compensation under Section 162(m), during any fiscal year, no participant may be granted more than 300,000 restricted stock units, except that the participant may be granted up to an additional 300,000 restricted stock units in connection with his or her initial employment with us.

Performance Units and Performance Shares

The administrator is able to grant performance units and performance shares, which are Awards that result in a payment to a participant only if the performance goals or other vesting criteria the administrator establishes are achieved or the Awards otherwise vest. The administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the administrator in its discretion. Notwithstanding the foregoing, if the administrator desires that the Award qualify as performance-based compensation under Section 162(m), any vesting restrictions will be based on a specified list of performance goals and certain other requirements (see “Performance Goals” below for more information). The administrator, in its sole discretion, may provide at the time of or following the date of grant for accelerated vesting for an Award of performance units and performance shares.

The administrator establishes performance or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. Notwithstanding the foregoing, after the grant of performance units or shares, the

Dividend Equivalents

Performance Goals

Awards of restricted stock, restricted stock units, performance shares, performance units and other Awards under the 2015 Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) and may provide for a targeted level or levels of achievement including: cash flow; cash position; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; economic profit; economic value added; equity or stockholder’s equity; market share; net income; net profit; net sales; operating earnings; operating income; profit before tax; ratio of debt to debt plus equity; ratio of operating earnings to capital spending; sales growth; return on net assets; or total return to stockholders. The performance goals may differ from participant to participant and from Award to Award and may be used to measure the performance of our business as a whole or one of our business units and may be measured relative to a peer group or index. The administrator may, in its discretion, grant Awards that are not intended to qualify as performance-based compensation under Section 162(m), including Awards that are based on performance goals or other specific criteria or goals but do not satisfy the requirements of Section 162(m).

To the extent necessary to comply with the performance-based compensation provisions of Section 162(m), with respect to any Award granted subject to performance goals, within the first 25% of the performance period, but in no event more than 90 days following the commencement of any performance period (or such other time as may be required or permitted by Section 162(m)), the administrator will, in writing: (i) designate one or more participants to whom an Award will be made, (ii) select the performance goals applicable to the performance

Grants to Non-Employee Directors

No non-employee member of the Board of Directors may be granted, in any fiscal year, cash-settled Awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of greater than $300,000, increased to $500,000 in the fiscal year of his or her initial service as a non-employee director. Further, no non-employee member of the Board of Directors may be granted, in any fiscal year, stock-settled Awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of greater than $300,000, increased to $500,000 in the fiscal year of his or her initial service as a non-employee director.

Transferability of Awards

Change of Control

Amendment and Termination

Number of Awards Granted

The number of Awards that an employee, director or consultant may receive under the 2015 Plan is in the discretion of the administrator and therefore cannot be determined in advance.

Name of Individual or Group

Named Executive Officers:

Ronald Black, President and Chief Executive Officer

Satish Rishi, Senior Vice President, Finance and Chief Financial Officer

Laura Stark, Senior Vice President, GM, Emerging Solutions Division

Jae Kim, Senior Vice President, General Counsel and Secretary

Martin Scott, Senior Vice President, GM, Cryptography Research Division(2)

Kevin Donnelly, Senior Vice President, GM, Memory & Interfaces(2)

All executive officers, as a group

All directors who are not executive officers, as a group

All employees who are not executive officers, as a group

Federal Tax Aspects

Nonstatutory Stock Options

Incentive Stock Options

Stock Appreciation Rights

Restricted Stock, Restricted Stock Units, Performance Units and Performance Shares

A participant generally will not have taxable income at the time an Award of restricted stock, restricted stock units, performance shares or performance units are granted. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the Award becomes either (i) freely transferable or (ii) no longer subject to substantial risk of forfeiture. However, the recipient of a restricted stock Award may elect to recognize income at the time he or she receives the Award in an amount equal to the fair market value of the shares underlying the Award (less any cash paid for the shares) on the date the Award is granted.

Tax Effect for Rambus

Section 409A

Vote Required; Board Recommendation

Approval of the Purchase Plan requires the affirmative vote of a majority of the shares of our Common Stock that are present in person or proxy and entitled to vote at the Annual Meeting.

Our Board of Directors recommends that you vote “FOR” the approval of our 2015 Employee Stock Purchase Plan.

Considerations of the Board in Making its Recommendation

Upon the recommendation of our Compensation Committee, our Board approved the Purchase Plan and the number of shares of our Common Stock reserved thereunder following substantial review of, and deliberation concerning, historical grant practices, forecasted grant practices, awards outstanding under existing grants, and the dilutive impact of the requested share reserve. Our Board subsequently approved the Purchase Plan and the number of shares of our Common Stock reserved thereunder, subject to approval by our stockholders. In determining the number of shares reserved for issuance under the Purchase Plan, our Board considered a number of factors, including:

•  Historical Usage. The Board considered the historical amounts of equity awards that were purchased under the 2006 Purchase Plan in the past three years. We last received stockholder approval for an increase of 1,500,000 shares under the 2006 Purchase Plan at the 2014 Annual Meeting of Stockholders, with approval by approximately 96% of votes cast.

•  Forecasted Usage and Dilutive Impact. We currently forecast that the 2,000,000 shares, if approved, to be reserved under the Purchase Plan will cover purchases over the next three to four years, which is equal to 1.7% of our Common Stock outstanding as of February 27, 2015. We currently have less than 1.0 million authorized shares remaining under the 2006 Purchase Plan.

•  Shares Purchased Under the 2006 Purchase Plan. Our employees have purchased an aggregate of approximately 2.4 million shares under the 2006 Purchase Plan over the past three years, representing approximately 2.1% of our outstanding shares as of February 27, 2015.

•  Other Considerations. Without stockholder approval of the Purchase Plan, we believe our ability to attract and retain the individuals necessary to increase long-term stockholder value will be limited. We believe that the approval of the Purchase Plan is important to our continued success. If stockholders do not approve the Purchase Plan, our goals of recruiting, retaining and motivating talented employees will be more difficult to meet.

Summary of the 2015 Employee Stock Purchase Plan

The following is a summary of the principal features of the Purchase Plan and its operation. The summary is qualified in its entirety by reference to the Purchase Plan, set forth in Appendix B.

General

Administration

Eligibility

Offering Period

Purchase Price

Payment of Purchase Price; Payroll Deductions

The purchase price of the shares is accumulated by payroll deductions throughout each offering period. The number of shares of our Common Stock that a participant may purchase in each offering period will be determined by dividing the total amount of payroll deductions withheld from the participant’s compensation during that offering period by the purchase price; provided, however, that a participant may not purchase more than 5,000 shares each offering period. During the offering period, a participant may discontinue his or her participation in the Purchase Plan, and may decrease or increase the rate of payroll deductions in an offering period within limits set by the administrator; provided, however, that unless the administrator determines otherwise, a participant may reduce, but not increase his or her contributions during an offering period.

All payroll deductions made for a participant are credited to the participant’s account under the Purchase Plan, are withheld in whole percentages only and are included with our general funds. Funds received by us pursuant to exercises under the Purchase Plan are also used for general corporate purposes. A participant may not make any additional payments into his or her account.

Withdrawal

Termination of Employment

Adjustments upon Changes in Capitalization, Dissolution, Liquidation, or Change of Control

Changes in Capitalization

Dissolution or Liquidation

Change of Control

Amendment or Termination

Number of Shares Purchased by Certain Individuals and Groups

Given that the number of shares that may be purchased under the Purchase Plan is determined, in part, based on the Common Stock’s market value at the beginning and end of each Offering Period and given that participation in the Purchase Plan is voluntary on the part of employees, the actual number of shares that may be purchased by any individual is not determinable.

For illustrative purposes, the following table sets forth (a) the number of shares of Common Stock that were purchased under the 2006 Purchase Plan during 2014 by our named executive officers, our executive officers as a group, and by all employees, and (b) the weighted average per share purchase price paid for such shares by each such group.

Name of Individual Group

Named Executive Officers:

Ronald Black, President and Chief Executive Officer

Satish Rishi, Senior Vice President, Finance and Chief Financial Officer

Laura Stark, Senior Vice President, GM, Emerging Solutions Division

Jae Kim, Senior Vice President, General Counsel and Secretary

Martin Scott, Senior Vice President, GM, Cryptography Research Division(1)

Kevin Donnelly, Senior Vice President, GM, Memory & Interfaces(1)

All executive officers, as a group

All employees who are not executive officers, as a group

Federal Tax Aspects

Our History with PricewaterhouseCoopers

PricewaterhouseCoopers LLP (or its predecessor, Coopers & Lybrand L.L.P.) has audited our financial statements since 1991. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement if they so desire.

Principal Accountant Fees and Services

The aggregate fees billed for professional accounting services by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2014 and December 31, 2013 are as follows:

(1)    Audit Fees consist of fees for PricewaterhouseCoopers LLP’s professional services rendered for the audit of the Company’s consolidated annual financial statements, review of the interim consolidated financial statements included in quarterly reports and services rendered in connection with the debt offering in 2013. Fees relating to professional services rendered for the audits of the effectiveness of internal control over financial reporting in fiscal 2014 and 2013 are included under “Audit Fees.”

(2)    Tax Fees primarily relate to tax studies, statutory tax compliance and technical tax advice in both years presented.

(3)    All Other Fees consist of fees for products and services other than the services described above. During fiscal 2014 and 2013, these fees related to a license to PricewaterhouseCoopers LLP’s online accounting and auditing research tool and disclosure checklist.

Policy on Audit Committee Pre-Approval of Audit and the Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Independence of PricewaterhouseCoopers LLP

Vote Required

Plan Category

Equity Compensation Plans Approved by Security Holders (1)

Total

Name or Group of Beneficial Owners

Waddell & Reed Financial (2)

6300 Lamar Avenue

Overland Park, KS 66202

FMR LLC (3)

245 Summer Street

Boston, MA 02210

PRIMECAP Management Company (4)

225 South Lake Avenue, #400

Pasadena, CA 91101

The Vanguard Group (5)

100 Vanguard Boulevard

Malvern, PA 19355

BlackRock, Inc (6)

55 East 52nd Street

New York, NY 10022

Ronald Black

Satish Rishi (7)

Laura Stark

Jae Kim

Martin Scott

Kevin Donnelly

J. Thomas Bentley (8)

Penelope A. Herscher (9)

Charles Kissner (10)

David Shrigley

Eric Stang (11)

All current directors and executive officers as a group (11 persons)

Ronald Black, Ph.D.

Jae Kim

Satish Rishi

Laura Stark

Kevin Donnelly

Martin Scott, Ph.D.

Ronald Black, Chief Executive Officer and President;

Satish Rishi, Senior Vice President, Finance and Chief Financial Officer;

Jae Kim, Senior Vice President, General Counsel and Secretary; and

Laura Stark, Senior Vice President, GM, Emerging Solutions Division.

Kevin Donnelly, Senior Vice President, GM, Memory and Interfaces; and

Martin Scott, Senior Vice President, GM, Cryptography Research Division.

$296.6 million in annual revenue, a 9% increase year-over-year;

$119.2 million in pro-forma operating income, a 30% increase year-over-year; and

17% share price increase in 2014 and a 128% share price increase over the last two years.

Our compensation mix favors performance-based compensation. More than 75% of our CEO and on average 62% of our NEOs total actual direct compensation was subject to our financial and/or share price performance in 2014.

Our annual incentive compensation program is based on our pro-forma operating income results, a financial measure we believe incents our annual financial and business objectives. For 2014, annual incentive compensation under our Corporate Incentive Plan (“CIP”) was funded at 101% of target, which reflected our strong 30% increase in pro forma operating income in 2014 as well as the rigor of our 2014 pro forma operating income target. Payout levels ranged from 76% to 141% of target for our NEOs.

NEO annual equity awards granted in February 2014 were in the form of stock options, as an incentive for share price growth.

For the 2015 fiscal year, we introduced performance units to further align executive compensation with stockholder interests. 60% of our CEO’s and 40% of our other NEOs’ equity compensation will consist of performance units in 2015.

As part of our annual compensation program review, in March 2015 we entered into change of control severance agreements with our executive officers, except our CEO who has an employment agreement that governs certain change of control severance obligations applicable to him, that are designed to promote stability and retention of senior management prior to and following a change of control.

The advisory vote on executive compensation at our 2014 annual meeting received approval from over 92% of the votes cast.

We maintained high governance standards in our executive compensation practices, including best practices with respect to minimum equity ownership guidelines, perquisites, compensation recovery, independent compensation committee advisors and insider trading. See “Other Policies and Elements of NEO Compensation” below.

CEO

Average of All Other NEOs

Annual Base Salary

Annual Cash Incentive Compensation — Corporate Incentive Plan

Long Term Equity Incentive Compensation

Target

Actual

Performance

CIP Funding

$119.2M

Executive

Ronald Black

Satish Rishi

Jae Kim

Laura Stark

Kevin Donnelly

Martin Scott

Executive

Ronald Black

Satish Rishi

Jae Kim

Laura Stark

CEO

Other NEOs

THE COMPENSATION COMMITTEE

Penelope A. Herscher (Chairperson)

E. Thomas Fisher

Charles Kissner

Name and Title