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

Ratification of PricewaterhouseCoopers LLP as Rambus’ independent registered public accounting firm for the fiscal year ending December 31, 2022;

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  I DIRECTOR NOT STANDING FOR RE-ELECTION

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

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 March 2, 2022 (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 virtually attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://www.virtualshareholdermeeting.com/RMBS2022. 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 before the deadline listed above. Please consult your broker, bank or nominee for additional information on how to vote your 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 110,177,394 shares of common stock outstanding, which were held of record by approximately 483 stockholders. You are entitled to one vote for each share of our common stock that you own as of the Record Date.

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 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 virtually attend the Annual Meeting 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.

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

Discretionary Voting Power;

Matters to be Presented

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 27, 2022; 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, Necip Sayiner and Luc Seraphin as Class I directors;

•  “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; 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; and

•  entitled to vote on a particular subject matter during 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, 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, 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.

Proposal Two, Ratification of Appointment of Independent Registered Public Accounting Firm, is the only routine matter for which banks, brokers or nominees will have discretionary voting power.

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 2023, 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 11, 2022.

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 2023, 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 26, 2022; and

•  not later than January 25, 2023.

In the event we hold our 2023 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.

All notices of proposals by stockholders, whether or not they are intended to be included in our proxy materials, should be sent to Rambus Inc., 4453 North First Street, Suite 100, San Jose, California 95134, Attention: Corporate Secretary/General Counsel.

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 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. Upon written or oral request, we will deliver promptly a separate copy of our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. 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., 4453 North First Street, Suite 100, San Jose, California 95134, Attention: Corporate Secretary, or ir@rambus.com, or place a collect call to the Company, at (408) 462-8000, and direct the call to Investor Relations.

Nominees

Three Class I directors are to be elected during the Annual Meeting for a two-year term ending in 2024. Based upon the recommendation of our Corporate Governance/Nominating Committee, our Board has nominated: Charles Kissner, Necip Sayiner and Luc Seraphin for election as Class I directors.

If any of these persons nominated by the Board 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

Recommendation of the

Board of Directors

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

Information About Nominees

and Other Directors

The members of our Board of Directors have deep executive and board leadership experience derived from their respective tenures as executives and directors of technology companies of various sizes. The following table contains information regarding the Class I nominees and other directors as of March 11, 2022. 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

Necip Sayiner

Name

Principal Occupation and Business Experience

2015. Dr. Sayiner was initially appointed to the Board of the SIA in September 2013. He also serves on the board of directors of Power Integrations. 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 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 & Chief Executive Officer. 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, from October 2015 to June 2018, 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. From October 2013 to June 2014, Mr. Seraphin also served as the vice president of Worldwide Sales and Operations where he oversaw sales, business development, customer support and operations across the various business units within Rambus. In June 2014, Mr. Seraphin was promoted to senior vice president of Worldwide Sales and Operations. Mr. Seraphin started his career in 1985 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 M.B.A from the University of Hartford and has completed the senior executive program of Columbia University. In September 2021, Mr. Seraphin attended the Directors Consortium, a course offered at Stanford Graduate School of Business Executive Education Program.

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

James Mitarotonda

Mr. Mitarotonda has served as a director since March 2021. He currently serves as a member of our Audit Committee. He is currently the Chairman, President and CEO at Barington Capital Group, L.P., an activist investment firm. He is also the Chairman, President and CEO of Barington Companies Investors, LLC, the general partner of Barington Companies Equity Partners, L.P., an activist investment fund. He has served as a director of The Eastern Company, a manufacturer of industrial hardware, security and metal products, since May 2015, where he also serves as Chairman of the Nominating and Corporate Governance Committee, and has also served as Chairman since January 2016. Since 2019, he has served as a Special Advisor to L Brands, Inc., a specialty retailer of women’s apparel and personal care products. Since 2012, he has also served as a Special Advisor to Griffon Corporation, a diversified manufacturing company. Over the past five years, Mr. Mitarotonda served as a director of Avon Products, Inc., a global manufacturer and marketer of beauty and related products, from April 2018 to January 2020; OMNOVA Solutions Inc., a global provider of emulsion polymers and specialty chemicals, from March 2015 to April 2020; and A. Schulman Inc., an international supplier of plastic compounds and resins, from October 2005 until August 2018. Over the past five years, he also served as a director of The Pep Boys – Manny, Moe & Jack, an automotive aftermarket service and retail chain, from August 2006 to February 2016, and as Chairman from July 2008 to July 2009. Mr. Mitarotonda has also served as a director of Barington/Hilco Acquisition Corp., a special purpose acquisition company, from February 2015 until January 2018, as Chief Executive Officer from February 2015 to May 2015, and as Chairman from February 2015 until May 2017. He has also served as a director of Ebix, Inc., a supplier of software and e-commerce services to the insurance, financial and healthcare industries, from January 2015 to March 2015; The Jones Group Inc., a designer, marketer and wholesaler of branded clothing, shoes and accessories, from June 2013 to April 2014; Griffon Corporation, a diversified manufacturing company, from November 2007 to January 2012; Ameron International Corporation, a multinational manufacturer of products and materials for the chemical, industrial, energy, transportation and infrastructure markets, from March 2011 to October 2011; and Gerber Scientific, Inc., an international supplier of automated manufacturing systems, from June 2010 to August 2011. Mr. Mitarotonda received a B.A. in economics from Queens College, where he is currently a member of the Board of Trustees and a M.B.A. from New York University’s Graduate School of Business Administration (now known as the Stern School of Business).

Mr. Mitarotonda is not standing for re-election to the Company’s Board of Directors.

Name

Principal Occupation and Business Experience

Emiko Higashi

Ms. Higashi has served as a director since May 2017. Ms. Higashi currently serves as the chair of our Corporate Governance/Nominating Committee and member of our Corporate Development Committee. Ms. Higashi is a founder of Tohmon Capital Partners, LLC (formerly Tomon Partners, LLC), a strategy and M&A advisory firm based in San Francisco and primarily serving companies in technology and healthcare-related fields since 2003. Ms. Higashi also serves on the boards of One Equity Partners Open Water I Corp (OEPW.U), where she also serves on the Audit Committee, as Chair of the Compensation Committee and Nomination Committee; Takeda Pharmaceutical Company Ltd. (TSE/NYSE), where she also serves on the Compensation Committee and Audit Supervisory Committee; and KLA Inc. (Nasdaq), where she also serves on the Compensation Committee. Ms. Higashi also served as a director on the board of InvenSense, Inc. until May 2017. Prior to Tohmon Capital Partners, she was a co-founder and Chief Executive Officer of Gilo Ventures, a technology-focused venture capital firm, from 2000 to 2002. Before that, Ms. Higashi spent 15 years in investment banking. After beginning her investment banking career at Lehman Brothers from 1985 to 1988, Ms. Higashi was a founding member of Wasserstein Perella & Co. and the head of that firm’s technology M&A business from 1988 to 1994, and subsequently served as a managing director in charge of Merrill Lynch’s global technology M&A practice from 1994 until 2000. Prior to her investment banking career, Ms. Higashi spent two years as a consultant at McKinsey & Co. in Tokyo, Japan. She has also served on a number of other public and private boards. Ms. Higashi holds a B.A. from International Christian University in Tokyo, and an M.B.A. from Harvard Business School.

Ms. Higashi’s experience in investment banking and finance, as a director of several publicly traded companies, and as a founder and partner of a venture capital firm, led the Board of Directors to conclude that she should serve as a director.

Meera Rao

Ms. Rao has served as a director since August 2019. Ms. Rao currently serves as the chair of our Audit Committee. Ms. Rao also serves on the board of Impinj, Inc., a manufacturer of radio-frequency identification devices and software. 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 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

Karen Rogge

Ms. Rogge has served as a director since April 2021. Ms. Rogge currently serves as a member of both our Audit Committee and Cyber Risk Committee. Ms. Rogge is currently the President of the RYN Group LLC, a management consulting business, which she founded in 2010. In addition, since 2021, she has served as a director at Onto Innovation, a semiconductor equipment company, where she also serves on the Audit Committee. Ms. Rogge also serves as a strategic advisor at GigCapital Global, and a director on the board of GigCapital6 Inc., a special purpose acquisition company, focused in the technology sector, where she also serves as chair of the Nominating and Governance Committee. Ms. Rogge previously served on the board of directors at Kemet Corporation, an electronic components company, acquired by Yageo, from 2018 to 2020, where she also served as a member of the Audit Committee and the Compensation Committee. Previously, she served on the board of directors at AeroCentury Corporation, an aircraft leasing company, from 2017 to 2018, where she also served on the Audit Committee and the Compensation Committee. She served as the Interim Vice President and Chief Financial Officer of Applied Micro Circuits Corporation, a semi-conductor company, from 2015 to 2016. Previously, Ms. Rogge served as the Senior Vice President and Chief Financial Officer of Extreme Networks, Inc., a computer network company, from 2007 to 2009. Earlier in her career, she held executive financial and operations management positions at Hewlett Packard Company and Seagate Technology. Ms. Rogge holds a B.S. degree in Business Administration from California State University, Fresno and an M.B.A degree from Santa Clara University.

Ms. Rogge’s substantial financial and operational expertise gained from holding executive positions at various publicly traded companies, service on the board of directors for public companies, and deep technology industry experience, led the Board of Directors to conclude that she should serve as a director.

Sanjay Saraf

Name

Principal Occupation and Business Experience

various senior leadership positions for a period of over ten years at Symantec Corporation, a global leader in enterprise and consumer security products. Prior to his technology career, Mr. Saraf spent several years in technology management consulting firms. Mr. Saraf has won several awards, including a Premier 100 Technology Leader Award by IDG Computerworld in 2017. He holds a B.S. in Engineering from the University of Bombay and a M.S. in Engineering from the University of Wyoming.

Mr. Saraf’s experience as chief technology officer of high technology companies, his expertise in the security, cloud engineering and AI/ML platform and his years of business and leadership experience led the Board of Directors to conclude that he should serve as a director.

Eric Stang

Mr. Stang has served as a director since July 2008 and served as Chairman of the Board from March 2013 to June 2019. Mr. Stang serves as chair of our Compensation and Human Resources Committee and member of our Corporate Governance/Nominating Committee. Mr. Stang currently serves as chairman, president and chief executive officer of Ooma, Inc., a cloud-based communications and connected services public company. He has held the position of Chairman since December 2014 and the positions of president, chief executive officer and director since January 2009. Prior to joining Ooma, Mr. Stang served as a director, chief executive officer and president of Reliant Technologies, Inc., a developer of medical technology solutions for aesthetic applications, from 2006 to 2008. Mr. Stang previously served as chief executive officer and president of Lexar Media, Inc., a provider of solid-state memory products from 2001 to 2006 and chairman from 2004 to 2006. From September 2013 until May 2017, he served on the board of InvenSense, Inc. and from December 2008 to January 2014 he served on the board of Solta Medical. Mr. Stang also serves on the boards of private and nonprofit companies. Mr. Stang holds an A.B. in Economics from Stanford University and M.B.A. from the Harvard Business School.

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

Our Board of Directors held a total of 14 meetings during 2021. During 2021, 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.

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: Emiko Higashi, Charles Kissner, James Mitarotonda, Meera Rao, Karen Rogge, Necip Sayiner, Sanjay Saraf and Eric Stang.

Currently, each of the committees of our Board of Directors is composed of independent directors as follows:

Meera Rao (Chair)
James Mitarotonda*

Karen Rogge
Charles Kissner

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. In 2021, the Corporate Governance/Nominating Committee retained Spencer Stuart and Evercore Inc. to aid in the process of conducting board searches.

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

Mr. Mitarotonda will serve on the Audit Committee until the completion of the Annual Meeting.

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

James Mitarotonda (Board member since 2021)*

•  Currently the Chairman, President and CEO at Barington Capital Group, L.P.

•  Previously a director at Avon Products, Inc.

* Mr. Mitarotonda is not standing for re-election to the Company’s Board of Directors.

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

Karen Rogge (Board member since 2021)

•  Currently serves as President of the RYN Group, and Strategic Advisor at GigCapital Global

•  Currently serves as a director at Onto Innovation and GigCapital6 Inc.

•  Previously a director at Kemet Corporation and AeroCentury Corporation

•  Previously served as Interim VP and CFO at Applied Micro Circuits Corporation, SVP and CFO at Extreme Networks, VP of Corporate Finance, Treasurer and PAO at Seagate Technology, and held executive finance and operations positions at Hewlett-Packard

Sanjay Saraf (Board member since 2018)

•  Currently Managing Director, Global Head Payments, JP Morgan Chase & Co.

•  Previously EVP and CTO of YapStone, Inc.

Necip Sayiner (Board member since 2019)

•  Currently serves 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

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.

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 2021, 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 2021.

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, James Mitarotonda (until the completion of the Annual Meeting), Karen Rogge and Charles Kissner, with Ms. Rao 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 12 meetings during 2021. 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 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 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, Necip Sayiner and Sanjay Saraf, with Mr. Stang serving as Chair. Our Board of Directors has determined that each of Messrs. Stang, Sayiner and Saraf are independent under the rules for compensation 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 11 meetings during 2021. 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 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, 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 2021 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.

During 2021, there were no interlock relationships by our Compensation and Human Resources 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 Emiko Higashi, Charles Kissner and Eric Stang, with Ms. Higashi serving as Chair. 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 seven meetings during 2021.

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.

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 to the Corporate Secretary/General Counsel of the Company, in proper written form, the individual’s name, qualifications, and the other information required by our bylaws for stockholder nominations submitted as set forth above in “Procedure for Submitting Stockholder Nominations.” 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.

Currently, the Corporate Development Committee is composed of Necip Sayiner, Sanjay Saraf and Emiko Higashi with Mr. Sayiner serving as Chair. The Corporate Development Committee held three meetings during 2021. 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 http://investor.rambus.com/corporate-governance/governance-documents/default.aspx.

Currently, the Cyber Risk Committee is composed of Sanjay Saraf, Charles Kissner and Karen Rogge, with Mr. Saraf serving as Chair. The Cyber Risk Committee held one meeting during 2021. 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 http://investor.rambus.com/corporate-governance/governance-documents/default.aspx

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 consisting of 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.

In addition, each director and officer is required to complete a Director and Officer Questionnaire on an annual basis and upon any new appointment, and provide quarterly updates, 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. In order to help ensure our directors remain free from conflicts or the appearance of conflicts, our Corporate Governance Guidelines require that each director deliver an irrevocable resignation from the Board of Directors, to be effective upon the occurrence of both (i) a significant change in his or her status and appointments or positions with other companies during his or her tenure as a director on the Board of Directors, and (ii) the Board of Directors’ acceptance of such resignation.

On March 11, 2022, the Company entered into an amendment to the letter agreement (the “Amended Agreement”), dated March 12, 2021 (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 (described in the Company’s Form 8-K filed on March 16, 2021) until the first anniversary of the Annual Meeting.

In addition and related to the Amended Agreement, the Company entered into a Director Transition and Consulting Agreement with Barington and James Mitarotonda (the “Transition Agreement”). Pursuant to the terms of the Transition Agreement, after the conclusion of Mr. Mitarotonda’s service as a director at the Annual Meeting, Mr. Mitarotonda will provide consulting services to the board chair and senior management of the Company for one year and Barington will be paid $230,000 cash for such services.

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

The aggregate fees billed for professional accounting services by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2021 and December 31, 2020 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 2021 and 2020 are included under “Audit Fees.”

Audit-Related Fees consist of fees related to work performed around the 2020 10K/A audit, revision of immaterial prior period error, and acquisitions of AnalogX Inc. and PLDA Group in 2021.

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. During fiscal 2021 and fiscal 2020, these fees related to license PricewaterhouseCoopers LLP’s online accounting and auditing research tool and 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 Audit Committee has determined that the accounting advice and tax services provided by PricewaterhouseCoopers LLP are compatible with maintaining PricewaterhouseCoopers LLP’s independence.

The Board unanimously recommends that you vote “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

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, Nominees and Executive Officers

Emiko Higashi

Charles Kissner (3)

James Mitarotonda (4)

Meera Rao

Karen Rogge

Sanjay Saraf

Necip Sayiner

Eric Stang (5)

Sean Fan

Keith Jones

Jae Kim

Rahul Mathur

Luc Seraphin

John Shinn

All current directors, director nominees and executive officers as a group (12 persons)

(Less than 1%)

Based on information reported by BlackRock, Inc. (“BlackRock”) on Schedule 13G/A filed with the SEC on January 27, 2022. Of the shares of Common Stock beneficially owned, BlackRock reported that, in its capacity as a parent holding company, it has sole voting power over 16,905,736 shares, shared voting power over no shares, sole dispositive power over 17,152,046 shares and shared dispositive power over no shares. BlackRock listed its address as 55 East 52nd Street, New York, NY 10055.

Based on information reported by The Vanguard Group (“Vanguard”) on Schedule 13G/A filed with the SEC on February 10, 2022. 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 89,146 shares, sole dispositive power over 11,672,927 shares and shared dispositive power over 189,013 shares. Vanguard listed its address as 100 Vanguard Blvd., Malvern, PA 19355.

Includes 68,421 shares held under a limited liability company for which Mr. Kissner serves as owner.

Consists of 530,100 shares held by Barington Companies Equity Partners, L.P. and beneficially owned by Mr. Mitarotonda as well as Barington Companies Investors, LLC, Barington Capital Group L.P. and LNA Capital Corp.

Includes 40,680 shares held in trust for which Mr. Stang serves as a trustee.

Luc Seraphin, Chief Executive Officer and President;

Keith Jones, Vice President, Finance, and Interim Chief Financial Officer;

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

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

Rahul Mathur, Former Senior Vice President, Finance, and Chief Financial Officer; and

Jae Kim, Former Senior Vice President, General Counsel and Secretary.

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 NEO’s interests with those of our stockholders.

Emphasis on performance-based compensation in our pay mix. Approximately 88% of our CEO’s total target compensation, and on average, approximately 78% of our other NEOs’ total target compensation was subject to our financial and/or share price performance in 2021.

Alignment between executive compensation and stockholder interests, achieved by emphasizing long-term compensation in our pay mix. In 2021, 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 performance units as described below.

Close alignment of our annual incentive compensation program (“Corporate Incentive Plan” or “CIP”) with Company performance. Our 2021 CIP program was funded based on the achievement of an objective performance target of pro-forma operating income. Pro-forma operating income performance for 2021 exceeded our target of $190.9 million by achieving pro-forma operating income of $210.5 million, which resulted in the 2021 CIP pool funding at 110.3% of target.

We maintained 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 committee advisors reviewing the entirety of our executive compensation programs. See “Other Policies and Elements of Executive Compensation” below.

✓  Currently, eight of our nine directors are independent, bringing diverse perspectives from various high performing technology companies. Six directors have been added over the past five years, bringing additional industry and financial expertise to our Board

✓  There is a strong link between pay and performance

✓  Our Board is led by an independent Non-Executive Chairperson

✓  A significant portion of our NEO’s 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 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 options

✓  We retain an independent compensation consultant

✓  We retain the right to reduce or withhold future compensation based on required restatement or adjustment, and to determine the extent to which recovery of prior compensation (clawback) may be pursued in 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 prohibits the repricing of underwater stock options

The chart above titled, “Other NEOs” was calculated based on an annualization of Rahul Mathur’s compensation and does not include compensation for Keith Jones or Jae Kim.

Ambarella, Inc.

DSP Group, Inc.

Inphi Corporation

InterDigital, Inc.

Lattice Semiconductor Corporation

Power Integrations, Inc.

Semtech Corporation

Silicon Laboratories Inc.

Universal Display Corporation

Xperi Corporation

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

Restricted Stock Units

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

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

Keith Jones

Sean Fan

John Shinn

Former Executive Officers:

Rahul Mathur

Jae Kim

As noted above, during his service as Vice President, Finance, and Interim Chief Financial Officer (and for at least a three month period), Mr. Jones will receive a monthly stipend of $6,250.

Executive Officers:

Luc Seraphin

Keith Jones

Sean Fan

John Shinn

Former Executive Officers:

Rahul Mathur

Jae Kim

Target

Actual

Performance

CIP Funding

$190.9 million

Executive Officers:

Luc Seraphin

Keith Jones

Sean Fan

John Shinn

Former Executive Officers:

Rahul Mathur

Jae Kim

CEO

NEOs

Executive Officers:

Luc Seraphin

Sean Fan

Former Executive Officers:

Rahul Mathur

Jae Kim

Executive Officers:

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⁾       

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

3-Year Performance Period

CLI CAGR (%)

NEO

Luc Seraphin

Sean Fan

Former Executive Officers:

Rahul Mathur

Jae Kim

Group

Stock Ownership Guidelines

Chief Executive Officer

Other Executive Officers

Directors

THE COMPENSATION AND HUMAN
RESOURCES COMMITTEE

Eric Stang (Chair)

Necip Sayiner

Sanjay Saraf

Name and Title

Luc Seraphin

Chief Executive

Officer

Keith Jones(4)

Vice President,

Finance, and Interim

Chief Financial Officer

Sean Fan

Senior Vice President,

Chief Operating Officer

John Shinn(8)

Senior Vice President,

Secretary and General

Counsel

Former Executive Officers:

Rahul Mathur(9)

Senior Vice President,

Finance and Chief

Financial Officer

Jae Kim(10)

Senior Vice President,

General Counsel and

Secretary

Amounts shown do not reflect compensation actually received by the NEO. 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, 2021. The restricted stock units that vest based on service were valued based on the fair market value of the Company’s common stock on the date of grant. The performance units were valued using a Monte Carlo simulation model. The assumptions used to calculate the fair value of the performance units granted in 2021 were as follows: expected volatility of 40.23%, risk-free interest rate of 0.29% and an expected term of 2.79 years. The assumptions used to calculate the fair value of the performance units granted in 2020 were as follows: expected volatility of 53.0%, risk-free interest rate of 0.51% and an expected term of 2.78 years. The assumptions used to calculate the fair value of the performance units granted in 2019 were as follows: expected volatility of 29.7%, risk-free interest rate of 1.66% and an expected term of 2.05 years.

Amounts for fiscal year 2021 consist of compensation earned for services rendered in fiscal year 2021 and are based upon the achievement of certain targets under the 2021 Corporate Incentive Plan. The target and achievement results were reviewed and approved by the Compensation Committee. The plan is further described under “Compensation Discussion & Analysis — Components of Executive Compensation.”

“All Other Compensation” for NEOs for 2021 include a 401K match, a health and welfare premium payments and a bring your own device stipend.

Mr. Jones was appointed to the position of Vice President, Finance, and Interim Chief Financial Officer, to be effective as of November 15, 2021.

As of November 15, 2021, Mr. Jones’ start date as the Vice President, Finance, and Interim Chief Financial Officer (“Interim CFO Start Date”), Mr. Jones received an additional monthly salary stipend of $6,250 (the “Salary Stipend”) for his services as Interim CFO. The Salary Stipend will be paid for a minimum of three (3) months after the Interim CFO Start Date even if Mr. Jones’ term of employment ends sooner, but subject to Mr. Jones remaining on employee of the Company during such period. Mr. Jones was paid a total of $9,659.09 for his Interim CFO services in 2021.

Mr. Fan was provided a sign-on bonus of $300,000 upon his one-year anniversary.

Mr. Fan was provided a sign-on bonus of $300,000 upon his appointment.

Mr. Shinn was appointed to the position of Senior Vice President, General Counsel and Secretary, to be effective as of February 19, 2021.

Mr. Mathur resigned from his position as Chief Financial Officer, effective November 15, 2021.

Mr. Kim resigned from his position as Senior Vice President, General Counsel and Secretary effective as of February 19, 2021.

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)

Name

Luc Seraphin

Keith Jones

Sean Fan

John Shinn(4)

Former Executive Officers(5):

Rahul Mathur

Jae Kim

Amounts shown are estimated payouts for fiscal year 2021 to NEOs based on the 2021 bonus targets under the plan discussed under “Compensation Discussion & Analysis — Components of Executive Compensation.” Actual bonuses received by these named executive officers for fiscal year 2021 are reported in the Summary Compensation for Fiscal Year 2021 table under the column entitled “Non-Equity Incentive Plan Compensation” and described under “Compensation Discussion & Analysis — Components of Executive Compensation.”

The restricted stock units and performance units granted on February 1, 2021, were granted as part of the Company’s regular performance review process. The restricted stock units will vest based on the executive’s continued service to the Company through the applicable vesting dates. The performance units will vest based upon the achievement of the Company’s TSR relative to TSR of the SOX semiconductor 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 value of a restricted stock unit or performance unit grant is based on the fair market value as of the grant date of such award determined pursuant to FASB ASC Topic 718. The restricted stock unit and performance unit grants are full value awards and do not have an exercise price.

Mr. Shinn was appointed to the position of Senior Vice President, General Counsel and Secretary, to be effective as of February 19, 2021. Upon his appointment, Mr. Shinn’s salary was increased to $325,000 per annum; and his bonus eligibility was increased to $162,500 per annum. In addition, on February 17, 2021, Mr. Shinn was awarded 11,332 RSUs and 11,332 PSUs to be granted on February 19, 2021.

Mr. Kim did not receive a CIP payout for fiscal 2021, because he was not employed by the Company on the dates of payment and therefore was not eligible. Mr. Mathur received a CIP payout of $109,500 for the first half of 2021. Equity grants to Messrs. Mathur and Kim expired upon their termination from the Company, except that vested options expire one year after termination.

Name

Luc Seraphin

Keith Jones

Sean Fan

John Shinn

The market value is calculated using the closing price of our Common Stock of $29.31 on December 31, 2021 (the last trading day of 2021), as reported on The Nasdaq Global Select Market (NASDAQ), multiplied by the unvested stock amount.

The option was granted on February 1, 2018. Options representing 1/10^th of the total shares granted vested six months from the grant date and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2022.

The option was granted on February 1, 2017. Options representing 1/10^th of the total shares granted vested six months from the grant date and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2021.

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

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

The restricted stock units were granted on February 1, 2019 and vest in four equal annual installments beginning on February 1, 2020.

The restricted stock units were granted on February 1, 2018 and vest in four equal annual installments beginning on February 1, 2019.

The performance stock units were granted on February 1, 2021. 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 the third anniversary of the date of grant.

The performance stock units were granted on February 3, 2020. 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 the third anniversary of the date of grant.

The performance stock units were granted on February 1, 2019. These shares represent the shares earned as of December 31, 2021, and amount to approximately 103% of the targeted shares granted. Refer to “2019 Performance Units” above for more information.

The restricted stock units were granted on March 1, 2018 and vest in four equal annual installments beginning on March 1, 2019.

Name

Luc Seraphin

Keith Jones

Sean Fan

John Shinn

Former Executive Officers:

Rahul Mathur

Jae Kim

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

Mr. Mathur left the Company on November 15, 2021 and ceased to be an executive officer. Information in the above table reflects transactions through November 15, 2021.

Mr. Kim left the Company on February 19, 2021 and ceased to be an executive officer. Information in the above table reflects transactions through February 19, 2021.

the median of the annual total compensation of all employees of our company (other than our CEO), was $154,965; and

the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this proxy statement, was $5,761,497.

We selected December 31, 2021, which is the last day of our fiscal year, as the date upon which we would identify the median employee.

During fiscal 2021, our employee population had consisted of approximately 693 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, 273 were located in the United States and 420 were located outside of the United States.

When determining our median employee, we excluded all employees from Australia (2), Japan (3) and United Kingdom (4), which is less than 5% of our total employee population (based on an employee count of 693) 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, 2021 through December 31, 2021 (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, Canada, 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, 2021.

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 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $154,965.

With respect to the annual total compensation for the CEO, we used the amount reported in the “Total” column of our 2021 Summary Compensation Table for Mr. Seraphin.

Luc Seraphin (No Change In Control)

(Change In Control)

Keith Jones

Sean Fan