RMBS Rambus Inc

Election of the four nominees named in the Proxy Statement as Class I directors;

Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

Advisory vote to approve named executive officer compensation; and

Such other business as may properly come before the Annual Meeting.

General Information About the Meeting

Proposal One Election of Directors

Nominees for Class I Directors

Class II Directors

Corporate Governance

Proposal Two Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal Three Non-Binding Advisory Vote to Approve Named Executive Officer Compensation

Security Ownership of Certain Beneficial Owners and Management

Executive Compensation — Compensation Discussion and Analysis

Compensation and Human Resources Committee Report

Executive Compensation Tables

Pay Versus Performance Information

Equity Compensation Plan Information

Audit Committee Report

Environmental, Social and Governance Issues and Corporate Social Responsibility

Other Matters

Who May Attend

You may virtually 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 28, 2024 (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 providing these proxy materials directly to you. Instructions on how to attend virtually and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://www.virtualshareholdermeeting.com/RMBS2024. Stockholders may vote while virtually 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, bank or nominee will forward these proxy materials to you. Your broker, bank or nominee is considered to be the stockholder of record with respect to those shares. “Street name” stockholders who wish to vote virtually during the Annual Meeting will need to obtain a “legal proxy” from the broker, bank or nominee that holds their shares and that broker, bank or nominee will likely require voting instructions to be submitted. Please consult your broker, bank or nominee for additional information on how to vote your shares.

Who May Vote

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 http://www.proxyvote.com/;

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

•  voting by mail by 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 virtually and vote your shares during the Annual Meeting. 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.

We are not aware of any matters to be presented during the Annual Meeting other than those described in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented during 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 revoked your proxy prior to the new meeting date.

Changing Your Vote

Subject to any rules your broker, bank or other nominee may have, you can change your vote or revoke your proxy before the Annual Meeting.

If you are a registered stockholder, you may change your vote by:

•  entering a new vote via the Internet or by telephone by 11:59 p.m. Eastern Time on April 24, 2024; or

•  virtually attending the Annual Meeting and voting.

If you are a registered stockholder, you may also revoke your proxy by providing our Corporate Secretary with a written notice of revocation prior to your shares being voted at the Annual Meeting. Such written notice of revocation should be hand delivered to our Corporate Secretary or mailed to and received by Rambus prior to the Annual Meeting at 4453 North First Street, Suite 100, San Jose, California 95134, Attention: Corporate Secretary.

If you are a street name stockholder, you may change your vote by:

•  submitting new voting instructions to your broker, bank or other nominee pursuant to instructions provided by such broker, bank or other nominee; or

•  virtually attending the Annual Meeting and voting (to do so, you must have obtained a “legal proxy” from your broker, bank or other nominee giving you the right to vote your shares).

If you are a street name stockholder, you must contact your broker, bank or other nominee that holds your shares to find out how to revoke your proxy.

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 during 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 Charles Kissner, Meera Rao, Necip Sayiner, and Luc Seraphin as Class I directors;

•  “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

•  “FOR” the advisory vote to approve named executive officer compensation;

We treat shares that are voted “ABSTAIN” during the meeting or by proxy as being present for purposes of determining whether or not a quorum is present during the Annual Meeting.

In the election of directors, any abstentions 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.

For Proposals Two and Three, an “ABSTAIN” vote is the same as voting against the Proposal.

If you hold your common stock through a broker, bank or nominee, the broker, bank or nominee may be prevented from voting these shares on non-routine matters (a “broker non-vote”) unless you have given the broker, bank or nominee voting instructions. Thus, if you hold your common stock through a broker, bank or nominee, it is critical that you provide your broker, bank or nominee with instructions on how to vote your shares if you want your vote to count. If you hold your common stock through a broker, bank or nominee and you do not instruct your broker, bank or nominee how to vote on Proposals One or Three, we expect it will be considered a broker non-vote and, accordingly, no votes will be cast on your behalf with respect to such Proposal. 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.

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. Stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

To be timely for our annual meeting of stockholders in 2025, a stockholder proposal made pursuant to Rule 14a-8 must be received by the Company’s Secretary at the principal executive offices of the Company not later than November 8, 2024.

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement.

Our bylaws provide that the only business that may be conducted at an annual meeting is business that is brought (A) pursuant to our proxy materials with respect to such meeting, (B) by or at the direction of the Board of Directors, or (C) by a stockholder of the Company who (1) is a stockholder of record both at the time of giving notice of such business and on the record date for the determination of stockholders entitled to vote during the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in our bylaws.

To be timely for our annual meeting of stockholders in 2025, a stockholder proposal not made pursuant to Rule 14a-8 must be received by the Company’s Secretary at the principal executive offices of the Company:

•  not earlier than December 23, 2024; and

•  not later than January 22, 2025.

In the event we hold our 2025 annual meeting of stockholders more than 30 days prior to or more than 60 days after the one-year anniversary of the date of this year’s annual meeting, then notice of a stockholder proposal not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two dates:

•  the 90th day prior to such annual meeting; or

•  the 10th day following the day on which public announcement of the date of such annual meeting is first made.

Any notice of proposed business must contain specific information concerning the matters to be brought before the meeting in accordance with our bylaws. We urge you to read our bylaws in full in order to understand the requirements of bringing a proposal or nomination. If a notice containing all the required information is not timely delivered, your proposal will not be presented.

Availability of Bylaws

Our Board of Directors may be contacted by writing to them via mail at Board of Directors, Rambus Inc., 4453 North First Street, Suite 100, San Jose, California 95134. 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 Corporate 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 Corporate Secretary/General Counsel will review, summarize and, if appropriate, draft a response to the communication. The summary and response will become part of the stockholder communications log that our Corporate Secretary/General Counsel maintains with respect to all stockholder communications. Our Corporate Secretary/General Counsel will then forward the stockholder communication to the member(s) of our Board of Directors (or committee chair, if the communication is addressed to a committee) for review.

Any stockholder communication marked “confidential” will be logged by our Corporate Secretary/General Counsel as “received” but will not be reviewed, opened or otherwise held by our Corporate Secretary/General Counsel. Such confidential correspondence will be forwarded to the addressee(s).

The Securities and Exchange Commission (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

Nominees

Four Class I directors are to be elected during the Annual Meeting for a two-year term ending in 2026. Based on the recommendation of our Corporate Governance/Nominating Committee, our Board of Directors has nominated Charles Kissner, Meera Rao, Necip Sayiner, and Luc Seraphin for election as Class I 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, nominees will be elected to the Board of Directors if the votes cast for a 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 I 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.

The Board unanimously recommends that you vote “FOR” the election to the Board of Directors each of our Class I nominees: Charles Kissner, Meera Rao, Necip Sayiner, and Luc Seraphin.

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 I nominees and other directors as of March 8, 2024. 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.

Name

Principal Occupation and Business Experience

Charles Kissner

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 chair of our Cyber Risk Committee. Mr. Kissner currently serves as chief executive 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 and Human Resources 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 and Human Resources 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.

Necip Sayiner

Name

Principal Occupation and Business Experience

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. As of February 2024, 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

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 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.

Name

Principal Occupation and Business Experience

Meera Rao

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.

Name

Principal Occupation and Business Experience

Emiko Higashi

Name

Principal Occupation and Business Experience

Steven Laub

Mr. Laub has served as a director since April 2022. He currently serves as a member of our Audit Committee, 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. 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

Name

Principal Occupation and Business Experience

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.

Our Board of Directors held a total of nine meetings during 2023. During 2023, each member of our Board of Directors attended 75% or more of the meetings of the Board of Directors and of the committees, of which she or he was a member.

Except as may be required by rules promulgated by Nasdaq or the SEC, there are currently no specific, minimum qualifications that must be met by each candidate for our Board of Directors, nor are there any specific qualities or skills that are necessary for one or more of the members of our Board of Directors to possess. The Corporate Governance/Nominating Committee considers a number of factors in its assessment of the appropriate skills and characteristics of members of the Board of Directors, as well as the composition of the Board of Directors as a whole. These factors include the members’ qualification as independent, as well as consideration of judgment, character, integrity, diversity, skills, and experience in such areas as operations, technology, finance, and the general needs of the Board of Directors and such other factors as the Corporate Governance/Nominating Committee may consider appropriate. The Corporate Governance/Nominating Committee does not have a formal policy with respect to diversity. However, the Board of Directors and the Corporate Governance/Nominating Committee believe that it is essential that the members of the Board of Directors represent diverse viewpoints. In considering candidates for the Board of Directors, the Board of Directors and the Corporate Governance/Nominating Committee consider the entirety of each candidate’s credentials in the context of the factors mentioned above. As shown below in the board diversity matrix, the Company is currently in compliance with the diversity requirements of Nasdaq Rule 5605(f) and Sections 301.3 and 301.4 of the California Corporations Code.

Our directors have deep executive and board leadership experience from tenures at diverse technology companies of various sizes:

Charles Kissner (Board member since 2012)

Non-Executive Chairman

•  Currently serves as chief executive officer of Digital Pillars

•  Previously Chairman of the Board at ShoreTel, Inc. and Chairman and CEO of Aviat Networks, Stratex Networks, and President and CEO of Aristacom International

Emiko Higashi (Board member since 2017)

•  Currently founder and managing director of Tohmon Capital Partners

•  Previously co-founder and CEO of Gilo Ventures

Steven Laub (Board member since 2022)

•  Currently serves as a director at Heterodox Academy

•  Previously served on Advisory board at IPV Capital

•  Previously served as Director, President, CEO of Atmel Corporation; board member of Semiconductor Industry Association; Executive Chairman of Teridian Semiconductor; Director, President, CEO of Silicon Image; Director and President of Lattice Semiconductor Corporation

•  Previously served as Vice President and Partner at Bain and Company

Meera Rao (Board member since 2019)

•  Currently serves as a director at Impinj, Inc.

•  Previously CFO of Monolithic Power Systems; VP, Finance of Monolithic Power Systems

Necip Sayiner (Board member since 2019)

•  Currently serves as a director at Axcelis Technologies, Inc.

•  Previously served as a director at Power Integrations, Inc.

•  Previously served as Executive Vice President and General Manager of Renesas Electronics Corporation

•  Previously served as President and Chief Executive Officer of Intersil Corporation and Silicon Laboratories

Luc Seraphin (Board member since 2018)

CEO

•  Previously Interim CEO; SVP and GM, Memory and Interface Division; and SVP Worldwide Sales and Operations

Eric Stang (Board member since 2008)

•  Currently Chairman, President & CEO of Ooma, Inc.

•  Previously Director, CEO, and President of Reliant Technologies; Director, Chairman, CEO and President of Lexar Media

•  

Total Number of Directors

Did Not 

Disclose 

Gender 

Did Not 

Disclose 

Gender 

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

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 and maintaining our integrity in the marketplace. We have adopted a code of business conduct and ethics that applies to all of our directors, officers and employees, known as the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available on our website at https://investor.rambus.com/corporate-governance/governance-documents/default.aspx. We will post amendments to our Code of Business Conduct and Ethics on the same website.

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 2023, our Board of Directors had five standing committees:

•  an Audit Committee,

•  a Compensation and Human Resources Committee,

•  a Corporate Governance/Nominating Committee,

•  a Corporate Development Committee, and

•  a Cyber Risk Committee.

The following describes each standing committee, its function, its membership, and the number of meetings held during 2023.

Each of the standing committees operates under a written charter adopted by our Board of Directors. All of the current committee charters are available on our website at https://investor.rambus.com/corporate-governance/governance-documents/default.aspx.

Currently, the Audit Committee is composed of Meera Rao (Chair), Charles Kissner, and Steven Laub. 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 10 meetings during 2023. 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 each member of the Audit Committee is an “audit committee financial expert,” that each member is “financially sophisticated” and is able to read and understand fundamental financial statements, each as required by Nasdaq. No member of the Audit Committee has a material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) and each member of the Audit Committee satisfies the independence requirements for Audit Committee membership under the applicable Nasdaq and SEC rules.

The Audit Committee’s role is detailed in the Audit Committee Charter, which is available on our website at https://investor.rambus.com/corporate-governance/governance-documents/default.aspx.

Currently, the Compensation and Human Resources Committee is composed of Eric Stang (Chair), Steven Laub, and Necip Sayiner. Mr. Laub has served on the Compensation and Human Resources Committee since March 8, 2023.

Our Board of Directors has determined that each of Messrs. Stang, Laub, and Sayiner are independent under the rules for Compensation and Human Resources Committee independence under the applicable Nasdaq and SEC rules. The Compensation and Human Resources Committee reviews and determines all forms of compensation, including base compensation, bonuses, and stock compensation, to be provided to our executive officers (including the named executive officers) and directors of Rambus. The Compensation and Human Resources Committee held 12 meetings during 2023. 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, any employment agreements, and any other benefits, compensation or arrangements, as applicable;

•  Administering our equity incentive plans pursuant to the terms of such plans and the authority delegated by our Board of Directors, including: granting awards of stock options, performance shares, performance units, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) or other equity compensation to individuals eligible for such grants and amending 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;

•  Overseeing the Company’s processes for identifying and managing risks arising from its compensation policies and practices and from other human resources matters, reviewing and discussing with management the risks that are reasonably likely to have a material adverse effect on the Company, and reporting to the Board regarding these matters; 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 and Human Resources Committee used Farient Advisors LLC (“Farient”) in 2023 to assist in evaluating executive and director compensation and has determined that Farient is an independent consultant under applicable Nasdaq and SEC rules.

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

The Compensation and Human Resources Committee’s role is detailed in the Compensation and Human Resources Committee Charter, which is available on our website at https://investor.rambus.com/corporate-governance/governance-documents/default.aspx.

None of the members of our Compensation and Human Resources Committee is or has ever been an officer or employee of Rambus. None of our executive officers currently serves, or in the past year has served, as a member of the board or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of any entity that has one or more executive officers serving on our Board of Directors or Compensation and Human Resources Committee. Please see the Compensation Discussion and Analysis section of this Proxy Statement for further discussion.

Currently, the Corporate Governance/Nominating Committee is composed of Emiko Higashi (Chair), Charles Kissner and Eric Stang. Our Board of Directors has determined that each of Ms. Higashi and Messrs. Kissner and Stang are “independent” under applicable Nasdaq and SEC rules. The Corporate Governance/Nominating Committee held six meetings during 2023.

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 https://investor.rambus.com/corporate-governance/governance-documents/default.aspx.

Currently, the Corporate Development Committee is composed of Necip Sayiner (Chair), Emiko Higashi, and Steven Laub. The Corporate Development Committee held two meetings during 2023. The duties of the Corporate Development Committee include:

•  Working with management to review and consider potential strategic transactions that are consistent with our growth strategy;

•  Reviewing and advising management with respect to our growth strategy; and

•  Acting as the liaison to the Board of Directors in connection with the Committee’s and management’s activities in this regard.

The Corporate Development Committee’s role is detailed in the Corporate Development Committee Charter which is available on our website at https://investor.rambus.com/corporate-governance/governance-documents/default.aspx.

Currently, the Cyber Risk Committee is composed of Charles Kissner (Chair) and Meera Rao. Mr. Saraf was the chair of the Cyber Risk Committee until his resignation from the Board of Directors on March 1, 2023. Ms. Rao has served on the Cyber Risk Committee since March 8, 2023. The Cyber Risk Committee held four meetings during 2023. The duties of the Cyber Risk Committee include:

•  overseeing the systems, controls and procedures used by the Company and business partners engaged by the Company to collect, create, use, maintain, process and protect personal information and/or any information or assets of the Company’s customers, employees and business partners (collectively, “Company Information Assets”);

•  overseeing policies, procedures, plans and execution intended to provide security, confidentiality, availability and integrity of Company Information Assets;

•  overseeing the quality and effectiveness of the Company’s policies and procedures with respect to its information technology systems, including enterprise cybersecurity and privacy;

•  reviewing and providing oversight on the policies and procedures of the Company in preparation for responding to any data security incidents as well as reviewing with management the root cause of and remediation efforts with respect to all material cybersecurity incidents;

•  reviewing periodically with management the Company’s disaster recovery, business continuity, and business resiliency capabilities;

•  overseeing the Company’s management of internal and external risks related to its information technology systems and processes, including encryption, network security, data security, risk management frameworks, and any internal or third-party audits of such systems and processes; and

•  reviewing with management the quality and effectiveness of IT systems and processes that relate to the Company’s internal access control systems, including physical, organizational, and technical security.

The Cyber Risk Committee’s role is detailed in the Cyber Risk Committee Charter which is available on our website at https://investor.rambus.com/corporate-governance/governance-documents/default.aspx.

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.

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. The Cyber Risk Committee is responsible for oversight of the Company’s processes to manage information security risks and cybersecurity concerns. In order to respond to the threat of security breaches and cyberattacks, the Company has taken a proactive approach to data protection that includes maintenance of an information security training program, audit and/or certification by top information security standards. The Company’s general security strategy is defense-in-depth and includes sub-segmentation of internal network security for further separation of critical systems and information. The security protocol includes around the clock monitoring of Company networks and systems using commercially available tools with redundant coverage across the different tools. Further, the security team manages real time alerts, which are directed to functional experts as warranted.

In addition, the Audit Committee is responsible for oversight of the Company’s processes to manage financial risk and oversees and reviews at least annually our risk management policies, including our business interruption and other risk policies and our investment policies.

The Compensation and Human Resources Committee oversees the Company’s processes for identifying and managing risks arising from its compensation policies and practices and from other human resources matters.

None except as described under “Amended Agreement with Barington” below.

All of our directors and executive officers are subject to our Code of Business Conduct and Ethics, and our directors are guided in their duties by our Corporate Governance Guidelines. Our Code of Business Conduct and Ethics requires that our directors and executive officers avoid situations where a conflict of interest might occur or appear to occur. In general, our directors and executive officers should not have a pecuniary interest in transactions involving us or a customer, licensee, or supplier of the Company, unless such interest is solely a result of routine investments made by the individual in publicly traded companies.

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.

On March 11, 2022, the Company entered into a letter agreement (the “Amended Agreement”) that amended its March 12, 2021 agreement (the “Agreement”) with Barington Companies Equity Partners, L.P. and certain other affiliated parties (collectively, “Barington”). The Amended Agreement extends the customary standstill provisions in the Agreement until April 28, 2023. The Amended Agreement is described in the Company’s Form 8-K filed on March 11, 2022 and the Agreement is described in the Company’s Form 8-K filed on March 16, 2021.

On December 8, 2022, the Company also entered into an agreement (the “Amended and Restated Transition Agreement”) with Barington Companies Management, LLC and James Mitarotonda, which amends and restates the Director Transition and Consulting Agreement, dated March 11, 2022, with Barington and James Mitarotonda (the “Transition Agreement”). Pursuant to the terms of Amended and Restated Transition Agreement, after the conclusion of Mr. Mitarotonda’s service as a director of the Company as of the Company’s 2022 annual meeting of stockholders, Mr. Mitarotonda will provide consulting services to the board chair and senior management of the Company through April 28, 2023 and Barington Companies Management, LLC will be paid $230,000 cash for such services. The Transition Agreement is described in the Company’s Form 8-K filed on March 11, 2022.

In April 2023, the Company amended its bylaws to:

•  provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware, the Company’s state of incorporation, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder, employee or agent of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company or any current or former director, officer, stockholder, employee or agent of the Company arising out of or relating to any provision of the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws or (iv) any

action asserting a claim against the Company or any current or former director, officer, stockholder, employee or agent of the Company governed by the internal affairs doctrine of the State of Delaware (or if the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware) (“Delaware Forum Provision”); and

•  provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (the “Securities Act”), as amended, against any person in connection with any offering of the Company’s securities (“Federal Forum Provision”).

The Company believes that the Delaware Forum Provision and the Federal Forum Provision are in the best interests of the Company. The Company believes the Delaware Forum Provision may provide potential cost savings by eliminating duplicative litigation in more than one forum and will eliminate risks of unpredictable or incorrect outcomes from courts that are unfamiliar with Delaware law, or even unfamiliar with corporate law generally. Further, the Company believes that the Federal Forum Provision will reduce the risk that the Company could be involved in duplicative litigation in both state and federal courts, as well as the risk that the outcome of cases in multiple forums could be inconsistent.

The Federal Forum Provision does not specify any particular U.S. federal district court as the exclusive forum for claims under the Securities Act, so a plaintiff could select, on the basis of convenience or for other reasons, the U.S. federal district courts in any state as the forum for any such claim.

The Delaware Forum Provision and the Federal Forum Provision give the Company the flexibility to consent to an alternative forum when the Company deems it appropriate. In addition, the Company did not adopt the Delaware Forum Provision or the Federal Forum Provision in anticipation of any specific litigation confronting the Company; rather, the Delaware Forum Provision and the Federal Forum Provision were adopted on a prospective basis to help mitigate potential future harm to the Company and its shareholders.

The aggregate fees billed for professional accounting services by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2023 and December 31, 2022 are as follows:

Audit Fees (1)

Audit-Related Fees (2)

Tax Fees (3)

All Other Fees (4)

Total Fees

Audit Fees consist of fees for PricewaterhouseCoopers LLP’s professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports. Fees relating to professional services rendered for the audits of the effectiveness of internal control over financial reporting and statutory audits in fiscal years 2023 and 2022 are included under “Audit Fees.”

Audit-Related Fees consist of fees related to the performance of the audit or review of our financial statements and are not included in the fees reported in “Audit Fees” above. Audit-Related Fees for fiscal 2023 primarily consist of fees related to work performed around the implementation of the enterprise resource planning software, release of the deferred tax assets’ valuation allowance, divestiture of the PHY IP group and conversion of convertible notes. Audit-Related Fees for fiscal 2022 consist of fees related to work performed around the repurchases of convertible notes and the acquisition of Hardent in 2022.

Tax Fees primarily relate to tax compliance, tax study, and technical tax advice in both years presented.

All Other Fees consist of fees for products and services other than the services described above. These fees related to license PricewaterhouseCoopers LLP’s online disclosure checklist.

The Audit Committee’s policy is to pre-approve 100% of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

The Board unanimously recommends that you vote “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Board unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement.

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

each of our named executive officers;

each of our directors and nominees for director; and

all of our executive officers and directors as a group.

Name of Group of Beneficial Owners

Greater than 5% Stockholders:

BlackRock, Inc.(1)

The Vanguard Group(2)

Directors and Named Executive Officers

Emiko Higashi

Charles Kissner(3)

Steven Laub

Meera Rao

Necip Sayiner

Eric Stang(4)

Sean Fan

Desmond Lynch

Luc Seraphin

John Shinn

All current directors, director nominees and executive officers as a group (10 persons)

(Less than 1%)

Based on information reported by BlackRock, Inc. (“BlackRock”) on Schedule 13G/A filed with the SEC on January 23, 2024. Of the shares of common stock beneficially owned, BlackRock reported that, in its

Based on information reported by The Vanguard Group (“Vanguard”) on Schedule 13G/A filed with the SEC on February 13, 2024. Of the shares of common stock beneficially owned, Vanguard reported that, in its capacity as a dispositive advisor, it has sole voting power over no shares, shared voting power over 202,283 shares, sole dispositive power over 11,057,186 shares and shared dispositive power over 318,768 shares. Vanguard listed its address as 100 Vanguard Blvd., Malvern, PA 19355.

Includes 18,747 shares held under an LLC for which Mr. Kissner serves as owner.

Includes 37,830 shares held in trust for which Mr. Stang serves as a trustee.

Luc Seraphin, Chief Executive Officer and President;

Desmond Lynch, Senior Vice President, Finance, and Chief Financial Officer;

Sean Fan, Senior Vice President, Chief Operating Officer; and

John Shinn, Senior Vice President, General Counsel, Secretary and Chief Compliance Officer.

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.

Emphasis on performance-based compensation in our pay mix. Approximately 90% of our CEO’s total target compensation, and on average, approximately 82% of our other NEOs’ total target compensation was subject to our financial and/or share price performance in 2023.

Alignment between executive compensation and stockholder interests, achieved by emphasizing long-term compensation in our pay mix. In 2023, 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.

Close alignment of our annual incentive compensation program (“Corporate Incentive Plan” or “CIP”) with Company performance. Our 2023 CIP program was funded based on the achievement of an objective performance target of pro-forma operating income. Pro-forma operating income performance for 2023 was targeted at $274.5 million and the Company actually achieved pro-forma operating income of $251.9 million, which resulted in the 2023 CIP pool funding at 91.6% of target.

Maintenance of high governance standards in our executive compensation practices, including best practices with respect to equity ownership guidelines, perquisites, compensation recovery (e.g., clawbacks) and independent Compensation and Human Resources Committee advisors reviewing the entirety of our executive compensation programs. See “Other Policies and Elements of Executive Compensation” below.

✓  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

✓  As stated in 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

✓  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

Allegro MicroSystems, Inc.
(ALGM)

Ambarella, Inc. (AMBA)

InterDigital, Inc. (IDCC)

Lattice Semiconductor Corporation (LSCC)

MACOM Technology Solutions Holdings, Inc. (MTSI)

MaxLinear, Inc. (MXL)

Monolithic Power Systems, Inc. (MPWR)

NeoPhotonics Corporation (NPTN) (later acquired by Lumentum Holdings Inc.)

NetScout Systems, Inc. (NTCT)

Power Integrations, Inc. (POWI)

Semtech Corporation (SMTC)

Silicon Laboratories Inc. (SLAB)

SiTime Corporation (SITM)

Synaptics Incorporated (SYNA)

Universal Display Corporation (OLED)

Xperi Inc. (XPER)

Element

Purpose

Design

Market-based to recognize scope of responsibility and individual performance

Short-term cash incentive compensation based on Operating Income adjusted by Licensing Billings; 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 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

Executive Officers:

Luc Seraphin

Desmond Lynch

Sean Fan

John Shinn

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.

Executive Officers:

Luc Seraphin

Desmond Lynch

Sean Fan

John Shinn

Target

Actual

Performance

CIP Funding

$274.5 million

Executive Officers:

Luc Seraphin

Desmond Lynch

Sean Fan

John Shinn

CEO

NEOs

Executive Officers:

Luc Seraphin

Desmond Lynch

Sean Fan

John Shinn

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

Target

Threshold

< Threshold

A 60-day trailing average stock price will be used to calculate TSR

Will be interpolated for performance between discrete points

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

Performance Level

   Cumulative Product Revenue During the

   Performance Period ($MMs)

Payout (Percentage   

of Target Shares)⁽¹⁾   

Max

Target

Threshold

< Threshold

Will be interpolated for performance between discrete points

NEO

Luc Seraphin

Sean Fan

John Shinn

Group

Stock Ownership Guidelines

Chief Executive Officer

Four times (4x) base salary

Other Executive Officers

Two times (2x) base salary

Directors

Three times (3x) annual cash compensation

Name and Title

Luc Seraphin

Chief Executive

Officer

Desmond Lynch

Senior Vice President, Finance, and

Chief Financial Officer

Sean Fan

Senior Vice President,

Chief Operating Officer

John Shinn

Senior Vice President, Secretary and `

General Counsel

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 2023 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, 2023. The performance period for PSUs granted in fiscal year 2021 ended on December 31, 2023. Upon the achievement of the performance criteria associated with such awards, 221,310 of Mr. Seraphin’s PSUs vested, 76,844 of Mr. Fan’s PSUs vested and 22,664 of Mr. Shinn’s PSU vested.

Amounts for fiscal year 2023 consist of compensation earned for services rendered in fiscal year 2023 and are based upon the achievement of certain targets under the Company’s 2023 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.”

“All Other Compensation” for NEOs for 2023 includes a 401K match, life insurance premium payments and a bring your own device to work stipend.

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.

Mr. Lynch was provided a retention bonus of $100,000.

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

Name

Luc Seraphin

Desmond Lynch

Sean Fan

John Shinn

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 threshold. Target payment amounts are based on our 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.

Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns relate to payout opportunities for fiscal year 2023 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.

Granted on February 1, 2023 and vest in four equal annual installments beginning on February 1, 2024. The vesting of the RSUs is subject to the NEO’s continued service to the Company through the applicable vesting date on the fourth anniversary of the date of grant.

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 2023 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 2023 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, 2023.

Name

Luc Seraphin

Desmond Lynch

Sean Fan

John Shinn

The market value is calculated using the closing price of our Common Stock of $68.25 on December 29, 2023 (the last trading day of 2023), as reported on The Nasdaq Global Select Market (NASDAQ), multiplied by the unvested stock amount.

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

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

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

The RSUs were granted on February 3, 2020 and vest in four equal annual installments beginning on February 3, 2021.

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

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

The RSUs were granted on March 2, 2020 and vest in four equal annual installments beginning on March 2, 2021.

During the year ended December 31, 2023, the PSUs granted in 2021 were vested with an achievement factor of 200%, as a result of the Company’s TSR achievement of at least 25% in relation to the TSR of the SOX semiconductor index.

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 and the executive’s continued service to the Company through the applicable vesting date on the third anniversary of the date of grant.

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.

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 and the executive’s continued service to the Company through the applicable vesting date on the third anniversary of the date of grant.

The performance stock units 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 and the executive’s continued service to the Company through the applicable vesting date on February 1, 2026 (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, and the payout percentage will be capped at 100% if the Company’s TSR is negative.

Name

Luc Seraphin

Desmond Lynch

Sean Fan

John Shinn

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

the median of the annual total compensation of all employees of our company (other than our CEO), was $175,661; and

the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this proxy statement, was $8,423,593.

We selected December 31, 2023, which is the last day of our fiscal year, as the date upon which we would identify the median employee.

During fiscal year 2023, our employee population consisted of approximately 623 individuals, including employees in the United States, Australia, Canada, China, Finland, France, India, Japan, the Netherlands, Bulgaria, South Korea, Taiwan and the United Kingdom. Of these employees, 264 were located in the United States and 359 were located outside of the United States.

When determining our median employee, we excluded all employees from Australia (2), Japan (3) and United Kingdom (3), which is less than 5% of our total employee population (based on an employee count of 623) under the de minimis exception provided for in Item 402(u).

To identify the “median employee” from our employee population we used payroll and equity plan records for January 1, 2023 through December 31, 2023 (the “compensation measure”).

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.

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.

Amounts paid in foreign currency were converted into United States dollars using exchange rates in effect as of December 31, 2023.

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 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $175,661.

With respect to the annual total compensation for the CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table for Mr. Seraphin.

Luc Seraphin(No Change In Control)

(Change In Control)

Desmond Lynch

Sean Fan

John Shinn

Name

Charles Kissner

Steven Laub

Meera Rao

Emiko Higashi

Necip Sayiner

Eric Stang

Former Directors:

Sanjay Saraf(3)

Karen Rogge(4)

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, 2023.

Consists of 3,653 RSUs granted on April 3, 2023 with a fair value of $50.63 per share.

Mr. Saraf resigned from our Board of Directors on March 1, 2023.

Ms. Rogge served on the Board from April 29, 2021 until April 27, 2023.