DEF 14A

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 and Human Resources Committee and Nomination Committee; Takeda Pharmaceutical Company Ltd. (TSE/NYSE), where she also serves on the Compensation and Human Resources Committee and Audit Supervisory Committee; and KLA Inc. (Nasdaq), where she also serves on the Compensation and Human Resources Committee. Ms. Higashi also served as a director on the board of InvenSense, Inc. until May 2017. Prior to Tohmon Capital Partners, she was a co-founder and Chief Executive Officer of Gilo Ventures, a technology-focused venture capital firm, from 2000 to 2002. Before that, Ms. Higashi spent 15 years in investment banking. After beginning her investment banking career at Lehman Brothers from 1985 to 1988, Ms. Higashi was a founding member of Wasserstein Perella & Co. and the head of that firm’s technology M&A business from 1988 to 1994, and subsequently served as a managing director in charge of Merrill Lynch’s global technology M&A practice from 1994 until 2000. Prior to her investment banking career, Ms. Higashi spent two years as a consultant at McKinsey & Co. in Tokyo, Japan. She has also served on a number of other public and private boards. Ms. Higashi holds a B.A. from International Christian University in Tokyo, and an M.B.A. from Harvard Business School.

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

Steven Laub

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION

(a)

THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

Rambus Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY ON APRIL 27, 2023

To our stockholders:

You are cordially invited to virtually attend the 2023 Annual Meeting of Stockholders (and any adjournments, postponements or other delays thereof, the “Annual Meeting”) of Rambus Inc. (“Rambus” or the “Company”). The Annual Meeting will be held virtually via live webcast at http://www.virtualshareholdermeeting.com/RMBS2023 on April 27, 2023 at 9:00 a.m. Pacific Time. You will be able to attend the Annual Meeting online and submit questions during the Annual Meeting by visiting the website listed above. You will also be able to vote your shares electronically during the Annual Meeting. The Annual Meeting will be held online only.

The following matters will be voted on during the Annual Meeting:

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

Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023;

Advisory vote to approve named executive officer compensation;

Advisory vote on the frequency of holding an advisory vote on named executed officer compensation;

Amendment of the Rambus 2015 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 5,210,000 and adopt a new ten-year term;

Amendment and Restatement of the Company’s Amended and Restated Certificate of Incorporation, as amended, to reflect recently adopted Delaware law provisions regarding officer exculpation; and

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

These items of business are more fully described in the accompanying Proxy Statement, which is available at http://www.proxyvote.com. Our 2022 Annual Report on Form 10-K for the year ended December 31, 2022, the Proxy Statement and the form of proxy card are first being mailed to stockholders on or about March 17, 2023.

Only stockholders of record as of March 3, 2023 may virtually attend, vote shares, and submit questions online during the Annual Meeting. Whether or not you plan to attend virtually the Annual Meeting, please vote at http://www.proxyvote.com, call 1-800-690-6903 or follow the voting instructions in the Proxy Statement or on your proxy card. The Proxy Statement explains proxy voting and the matters to be voted on in more detail. Please read the Proxy Statement carefully. We look forward to your virtual attendance at the Annual Meeting.

By Order of the Board of Directors,

/s/ John Shinn

John Shinn

Senior Vice President, General Counsel and Secretary

San Jose, California

March 17, 2023.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE MEETING, PLEASE VOTE AT HTTP://WWW.PROXYVOTE.COM OR AS INSTRUCTED ON THE PROXY CARD, CALL 1-800-690-6903 OR SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE.

RAMBUS INC.

PROXY STATEMENT

FOR

2023 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE MEETING			2
PROPOSAL ONE: ELECTION OF DIRECTORS			8
NOMINEES FOR CLASS II DIRECTORS			9
CLASS II DIRECTORS NOT STANDING FOR RE-ELECTION			10
CLASS I DIRECTORS			11
CORPORATE GOVERNANCE			13
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
PROPOSAL THREE: NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			27
PROPOSAL FOUR: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			28
PROPOSAL FIVE: AMENDMENT OF THE RAMBUS 2015 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 5,210,000 AND TO ADOPT A NEW TEN-YEAR TERM			29
PROPOSAL SIX: AMENDMENT OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT RECENTLY ADOPTED DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION			43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			45
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS			47
COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT			60
EXECUTIVE COMPENSATION TABLES			61
PAY VERSUS PERFORMANCE INFORMATION			71
EQUITY COMPENSATION PLAN INFORMATION			75
AUDIT COMMITTEE REPORT			76
ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES AND CORPORATE SOCIAL RESPONSIBILITY			77
OTHER MATTERS			79
APPENDIX A			A-1
APPENDIX B			B-1

RAMBUS INC.

PROXY STATEMENT

FOR

2023 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors (the “Board” or “Board of Directors”) of Rambus Inc. (“Rambus,” “we,” “us” or the “Company”) is providing these proxy materials to you for use at our 2023 Annual Meeting of Stockholders (and any adjournment, postponement or other delay thereof, the “Annual Meeting”) to be held virtually via live webcast at http://www.virtualshareholdermeeting.com/RMBS2023 on April 27, 2023 at 9:00 a.m. Pacific Time. The purpose of the Annual Meeting is described in this Proxy Statement.

Rambus has been conducting its annual stockholder meetings through a virtual live webcast since our annual stockholder meeting in 2014. We are continuously exploring technologies and services that will best permit our stockholders to engage with us and vote. We have continued to conduct annual stockholder meetings on a virtual basis because we believe they are more beneficial than holding a live meeting. With virtual meetings, we have experienced significant cost savings and are able to conduct annual stockholder meetings at our headquarters in San Jose, California. We believe that a virtual annual meeting of stockholders provides all of the rights and opportunities for stockholders to participate as they would at an in-person meeting, but offers a greater level of flexibility for many of our stockholders who may not be able to attend an annual meeting of stockholders in person. Our virtual meeting provider, Broadridge, permits stockholders to ask questions before and during the Annual Meeting. Broadridge provides stockholders information regarding (i) guidelines for stockholder questions; (ii) procedures for appropriate questions during the meeting; (iii) support to address technical and logistical issues related to accessing the virtual meeting platform; and (iv) procedures for accessing live technical support to assist in the event of any difficulties during the virtual meeting. We believe our stockholders’ increased opportunity to participate virtually in the Annual Meeting should eliminate any concerns about disenfranchisement of our stockholder base as a result of our transition away from in-person meetings. You will be able to attend the Annual Meeting online, submit questions, and obtain the information noted above by visiting http://www.virtualshareholdermeeting.com/RMBS2023.

Our principal executive office is located at 4453 North First Street, Suite 100, San Jose, California 95134; our telephone number is (408) 462-8000. The proxy solicitation materials combined with our Annual Report for the fiscal year ended December 31, 2022 (the “Form 10-K”) were first mailed to stockholders of record as of March 3, 2023, on or about March 17, 2023. We maintain a website at http://www.rambus.com/. The information on our website is not a part of this Proxy Statement.

GENERAL INFORMATION ABOUT THE MEETING


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 3, 2023 (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/RMBS2023. 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		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 108,830,850 shares of common stock outstanding, which were held of record by approximately 478 stockholders. You are entitled to one vote for each share of our common stock that you own as of the Record Date.

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 instructions with your proxy 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 26, 2023; 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		We will bear the cost of this proxy solicitation. In addition to soliciting proxies by mail, our directors, officers and employees may solicit proxies in person or by telephone. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We have also hired Alliance Advisors LLC (“Alliance Advisors”) to help us solicit proxies from brokers, banks, nominees and other institutional stockholders. We expect to pay Alliance Advisors a fee of up to approximately $25,800 for its services, and we will reimburse certain of its out-of-pocket expenses.



Meeting Quorum		The Annual Meeting will be held if a majority of our shares of common stock issued and outstanding and entitled to vote are represented at the Annual Meeting (virtually or by proxy). If a quorum is not present during the Annual Meeting, the chairperson of the Annual Meeting or the stockholders entitled to vote at the Annual Meeting, virtually present or represented by proxy, will have the power to adjourn the meeting until a quorum is present.

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 Emiko Higashi, Steven Laub, and Eric Stang as Class II directors; • “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; • “FOR” the advisory vote to approve named executive officer compensation; • “FOR” the advisory vote to approve an advisory vote on named executive officer compensation once every year; • “FOR” the amendment of the Rambus 2015 Equity Incentive Plan; and • “FOR” the amendment and restatement of our Amended and Restated Certificate of Incorporation, as amended.

Abstentions and Broker Non-Votes		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, Three, Five and Six, an “ABSTAIN” vote is the same as voting against the Proposal. An abstention has no impact on the vote on Proposal Four. 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, Three, Four,


		Five or Six, we expect it will be considered a broker non-vote and, accordingly, 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 other than Proposal Six, where they will have the same effect as a vote “AGAINST” the 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.

Procedure for Submitting Stockholder Proposals		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 2024, 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, 2023.

Procedure for Submitting Stockholder Nominations		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 2024, 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, 2023; and • not later than January 25, 2024. In the event we hold our 2024 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		A copy of the full text of the bylaw provisions relating to our advance notice procedures may be obtained by writing to our Corporate Secretary/General Counsel or by accessing a copy of our bylaws, which are publicly available at http://www.sec.gov/.

Communication with the Board of Directors		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).



Annual Meeting Attendance		Members of our Board of Directors are encouraged but not required to attend the virtual Annual Meeting. The 2022 Annual Meeting of Stockholders was virtually attended by all members of our Board of Directors who were members at the time of the meeting.

“Householding” of Proxy Materials		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.

Delivery of Proxy Materials		To receive current and future proxy materials, such as annual reports, proxy statements and proxy cards, in either paper or electronic form, please contact Investor Relations at ir@rambus.com or https://investor.rambus.com/investor-home/default.aspx, or place a collect call to the Company, at (408) 462-8000, and direct the call to Investor Relations.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE VIRTUALLY HELD ON APRIL 27, 2023

The Proxy Statement and Form 10-K Combo document is available at http://www.proxyvote.com. You are encouraged to review all of the important information contained in the proxy materials before voting.

PROPOSAL ONE

ELECTION OF DIRECTORS

As of the date of this proxy statement, our Board of Directors is composed of eight members who are divided into two classes with overlapping two-year terms. At each annual meeting of stockholders, a class of directors is elected for a term of two years to succeed those directors whose terms expire on the annual meeting date. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Any additional directorships resulting from an increase in the number of directors will be distributed among the two classes so that, as nearly as possible, each class will consist of an equal number of directors. Any vacancy occurring mid-term will be filled by a majority of the other current members of the Board of Directors. There is no family relationship between any of our directors. As of the date of this proxy statement, we have four Class II directors and four Class I directors. Sanjay Saraf, a Class II director, resigned from our Board of Directors on March 1, 2023.

Immediately following the Annual Meeting, the number of authorized directors will be reduced from eight to seven directors, as Karen Rogge, a Class II director, is not standing for re-election and will no longer serve on our Board of Directors following the Annual Meeting. We thank Ms. Rogge for her service to the Company and our Board of Directors.


Nominees		Three Class II directors are to be elected during the Annual Meeting for a two-year term ending in 2025. Based on the recommendation of our Corporate Governance/Nominating Committee, our Board of Directors has nominated Emiko Higashi, Steven Laub, and Eric Stang for election as Class II directors. If any of these persons nominated by the Board of Directors is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for a substitute nominee or nominees designated by the Board of Directors.

Vote Required		The Company’s bylaws provide that in uncontested elections, 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 II nominees. 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.

Recommendation of the Board of Directors		The Board unanimously recommends that you vote “FOR” the election to the Board of Directors each of our Class II nominees: Emiko Higashi, Steven Laub, and Eric Stang.

Information About Nominees and Other Directors		The members of our Board of Directors have deep executive and board leadership experience derived from their respective tenures as executives and directors of technology companies of various sizes. The following table contains information regarding the Class II nominees and other directors as of March 17, 2023. 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.

Nominees for Class II Directors

Class II Director Not Standing for Re-election


Name	Age		Principal Occupation and Business Experience
Karen Rogge		67	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

Name

Age

Principal Occupation and Business Experience

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 and Human Resources 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 and Human Resources 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 is not standing for re-election to the Company’s Board of Directors.

Class I Directors


Name	Age	Principal Occupation and Business Experience
Charles Kissner	75	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 products, President and CEO of Aristacom International, a communications software company, Executive Vice President of Fujitsu Network Switching, Inc., and held a number of executive positions at AT&T. 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


Name	Age		Principal Occupation and Business Experience
			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		57	Dr. Sayiner has served as a director since October 2019. Dr. Sayiner currently serves as the chair of our Corporate Development Committee and member of our Compensation and Human Resources Committee. He also serves as a director on the board of Power Integrations, Inc., a semiconductor manufacturing company. He was most recently the executive vice president of Renesas Electronics Corporation from February 2017 to March 2019 and the president of Renesas Electronics America from July 2017 to March 2019. Previously, he was the president, chief executive officer and a director of Intersil Corporation, a leading provider of innovative power management and precision analog solutions, from March 2013 until its acquisition by Renesas Electronics Corporation in February 2017. Prior to Intersil, from September 2005 to April 2012, he served as president and chief executive officer, and director of Silicon Laboratories, a fabless semiconductor company engaged in the design of analog-intensive, mixed signal integrated circuits. Dr. Sayiner served as Chairman of the Semiconductor Industry Association, or SIA, from December 2015 to November 2016 and as Vice Chairman from November 2014 to December 2015. Dr. Sayiner was initially appointed to the Board of the SIA in September 2013. He also serves on the board of directors 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		59	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, 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

Corporate Governance


Board of Directors Meetings and Committees		Our Board of Directors held a total of ten meetings during 2022. During 2022, 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.

Director Independence		Our Board of Directors has determined that each of the following directors, constituting greater than a majority of our Board of Directors, has no material relationship with us (either directly as a partner, stockholder or officer of an organization that has a relationship with us)


		and is “independent” under the applicable Nasdaq and SEC rules: Emiko Higashi, Charles Kissner, Steven Laub, Meera Rao, Karen Rogge, Necip Sayiner and Eric Stang.



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

		Audit Committee:		Meera Rao (Chair) Charles Kissner Steven Laub Karen Rogge**

		Compensation and Human Resources Committee:		Eric Stang (Chair) Steven Laub* Necip Sayiner

		Corporate Governance/Nominating Committee:		Emiko Higashi (Chair) Charles Kissner Eric Stang

		Corporate Development Committee:		Necip Sayiner (Chair) Emiko Higashi Steven Laub

		Cyber Risk Committee:		Charles Kissner (Chair) Karen Rogge Meera Rao*

*	Mr. Laub has served on the Compensation and Human Resources Committee since March 8, 2023.

**	Ms. Rogge will serve on the Audit Committee and Cyber Risk Committee until the completion of the Annual Meeting.

***	Ms. Rao has served on the Cyber Risk Committee since March 8, 2023.

Director Qualifications

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:

Our directors and nominees possess a broad range of experience, as follows:


Board Member or Nominee		Select Experience
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 Images; Director, and President of Lattice Semiconductor Corporation • Previously served as Vice President and Partner at Bain and Company


Board Member or Nominee		Select Experience
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 * Ms. Rogge is not standing for re-election to the Company’s Board of Directors.
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


Board Diversity		The Corporate Governance/Nominating Committee is committed to continuing to identify and recruit highly qualified director candidates with diverse experiences, perspectives, and backgrounds to join our Board of Directors. The table below provides certain information regarding the composition of our Board of Directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).


Board Diversity Matrix

	As of December 31, 2022								As of December 31, 2021

Total Number of Directors		9								9

	Female		Male		Non-Binary		Did Not Disclose Gender		Female		Male		Non-Binary		Did Not Disclose Gender

Part I: Gender Identity

Directors		3		6		—		—		3		6		—		—

Part II: Demographic Background

African American or Black		—		—		—		—		—		—		—		—

Alaskan Native or Native American		—		—		—		—		—		—		—		—

Asian		2		1		—		—		2		1		—		—

Hispanic or Latinx		—		—		—		—		—		—		—		—

Native Hawaiian or Pacific Islander		—		—		—		—		—		—		—		—

White		1		4		—		—		1		5		—		—

Two or More Races or Ethnicities		—		1		—		—		—		—		—		—

LGBTQ+		—								—

Did Not Disclose Demographic Background		—								—


Corporate Governance Principles		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.

Executive Sessions of the Independent Directors		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.
Committees of the Board of Directors		During 2022, 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 2022. 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.

Audit Committee		Currently, the Audit Committee is composed of Meera Rao (Chair), Charles Kissner, Steven Laub, and Karen Rogge (until the completion of the Annual Meeting). 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 2022. 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.

Compensation and Human Resources Committee		Currently, the Compensation and Human Resources Committee is composed of Eric Stang (Chair), Steven Laub, and Necip Sayiner. Mr. Saraf was a member of the Compensation and Human Resources Committee until his resignation on March 1, 2023. 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, Sayiner and Saraf 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 14 meetings during 2022. 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 2022 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.
Compensation and Human Resources Committee Interlocks and Insider Participation		During 2022, 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.
Corporate Governance & Nominating Committee		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 five meetings during 2022. 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.

Corporate Development Committee		Currently, the Corporate Development Committee is composed of Necip Sayiner (Chair), Emiko Higashi, and Steven Laub. The Corporate Development Committee held four meetings during 2022. 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.

Cyber Risk Committee		Currently, the Cyber Risk Committee is composed of Charles Kissner (Chair), Meera Rao, and Karen Rogge (until the completion of the Annual Meeting). Mr. Saraf was the chair of the Cyber Risk Committee until his resignation on March 1, 2023. Ms. Rao has served on the Cyber Risk Committee since March 8, 2023. The Cyber Risk Committee held five meetings during 2022. 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

Identifying and Evaluating Nominees for Directors		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.

Majority Voting Policy		In accordance with our bylaws and our Corporate Governance Guidelines, in an uncontested election of directors, a nominee for director must receive more votes cast for than against his or her election or reelection in order to be elected or reelected to the Board of Directors. The Board of Directors expects a director to tender his or her resignation if he or she fails to receive the required number of votes for reelection. The Board of Directors nominates for election or reelection as director only candidates who agree to tender, promptly following the stockholders’ meeting at which they are elected or reelected as director, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next stockholders’ meeting at which they face reelection and (ii) Board of Directors’ acceptance of such resignation. In addition, the Board of Directors fills director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board of Directors, the same form of resignation tendered by other directors in accordance with this policy. If an incumbent director fails to receive the required vote for reelection, the Corporate Governance/Nominating Committee will act on an expedited basis to determine whether to accept or reject the director’s resignation or whether other action should be taken, and will submit such recommendation for prompt consideration by the Board of Directors. The Board of Directors expects a director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. The Corporate Governance/Nominating Committee and the Board of Directors may consider any factors they deem relevant in deciding whether to accept or reject a director’s resignation or whether other appropriate action should be taken.

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

Risk Oversight		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.

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

Review, Approval or Ratification of Transactions with Related Persons		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.

Amended Agreement with Barington		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.

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm to Rambus to audit our consolidated financial statements for the fiscal year ending December 31, 2023.

Although ratification by stockholders is not required by law, the Audit Committee has conditioned its appointment of the independent registered public accounting firm upon the receipt of the affirmative vote of a majority of the shares present and entitled to vote on this matter during the Annual Meeting.

Notwithstanding its selection, the Audit Committee, in its discretion, may hire a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of Rambus and its stockholders.


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

Principal Accountant Fees and Services		The aggregate fees billed for professional accounting services by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2021 and December 31, 2022 are as follows:


	Fiscal Year Ended December 31, 2022		Fiscal Year Ended December 31, 2021
Audit Fees (1)	$	1,950,000	$	1,896,381
Audit-Related Fees (2)	$	550,675	$	860,450
Tax Fees (3)	$	127,880	$	89,438
All Other Fees (4)	$	900	$	4,150

Total Fees	$	2,629,455	$	2,850,420

(1)

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 2022 and 2021 are included under “Audit Fees.”

(2)	Audit-Related Fees consist of fees related to work performed around the repurchases of convertible notes and the acquisition of Hardent, Inc. in 2022 and the 2020 10K/A audit, revision of an immaterial prior period error and the acquisitions of AnalogX, Inc. and PLDA Group in 2021.

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

(4)

All Other Fees consist of fees for products and services other than the services described above. During fiscal year 2022, these fees related to license PricewaterhouseCoopers LLP’s online disclosure checklist. During fiscal year 2021, these fees related to license PricewaterhouseCoopers LLP’s online accounting and auditing research tool and disclosure checklist.


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

Independence of PricewaterhouseCoopers LLP		The Audit Committee has determined that the accounting advice and tax services provided by PricewaterhouseCoopers LLP are compatible with maintaining PricewaterhouseCoopers LLP’s independence.

Vote Required		The affirmative vote of a majority of the shares present and entitled to vote on this matter during the Annual Meeting will be required to approve this proposal. Abstentions will have the same effect as votes “AGAINST” the proposal. We do not anticipate any broker non-votes on this proposal, but any such broker non-vote will have no effect on the outcome of this proposal.

Recommendation of the Board of Directors		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, 2023.

PROPOSAL THREE

NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

As required by Section 14A of the Securities Exchange Act, we are asking our stockholders to provide a non-binding advisory vote to approve the compensation of our named executive officers, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures as described in this Proxy Statement. The Company currently holds such an advisory vote annually, and this proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers.

Please see the Compensation Discussion and Analysis section of this Proxy Statement, the compensation tables and the narrative disclosures that accompany the compensation tables for greater detail about our executive compensation programs, including information about the fiscal year 2022 compensation of our named executive officers.

We believe that our overall compensation program and philosophy support and help drive the Company’s long-term value creation, business strategy and operating performance objectives. We are again asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement by voting “FOR” the following resolution during the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

While this say-on-pay vote is advisory and does not bind the Company to any particular action, the Board of Directors and the Compensation and Human Resources Committee value your opinion. Accordingly, the Board of Directors and the Compensation and Human Resources Committee will consider the outcome of this vote when making future compensation decisions for the Company’s named executive officers.


Vote Required		The affirmative vote of a majority of the shares present and entitled to vote on this matter during the Annual Meeting will be required to approve this proposal on an advisory basis. Abstentions will have the same effect as votes “AGAINST” the proposal. Broker non-votes will have no effect on the outcome of this proposal.

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

PROPOSAL FOUR

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF AN

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to the Dodd-Frank Act, we also are asking our stockholders to provide their input with regard to the frequency of future stockholder advisory votes on our executive compensation programs, such as Proposal Three above. In particular, we are asking whether the advisory vote on executive compensation should occur once every year, every two years or every three years.

After careful consideration, our Board of Directors has determined that an annual advisory vote on executive compensation is the most appropriate alternative for Rambus, and Rambus has always held an annual “say-on-pay” vote since the Dodd-Frank Act mandated such vote. The Board of Directors’ determination was influenced by the fact that the compensation of our named executive officers is evaluated, adjusted and approved on an annual basis. As part of the annual review process, the Board of Directors believes that stockholder sentiment should be a factor that is taken into consideration by the Board of Directors and the Compensation and Human Resources Committee in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our stockholders will be able to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. In addition, we consider this to be a good governance practice. We understand that our stockholders may have different views as to what is the best approach for Rambus, and we look forward to hearing from our stockholders on this agenda item every year. Accordingly, our Board of Directors recommends that the advisory vote on executive compensation be held every year.

The option of one year, two years or three years that receives the highest number of votes cast will be the frequency of the vote on the compensation of our named executive officers that has been approved by stockholders on an advisory basis.

While your vote is advisory and will not bind the Company to any particular action, the Board of Directors and the Compensation and Human Resources Committee value the opinions of our stockholders and will consider our stockholders’ vote. Nonetheless, the Board of Directors may decide that it is in the best interests of our stockholders and Rambus to hold an advisory vote on executive compensation more or less frequently than the option voted by our stockholders based on events and circumstances at such time.


Vote Required		The option of one year, two years or three years that receives the highest number of votes cast will be the frequency of the vote on the compensation of our named executive officers that has been approved by stockholders on an advisory basis.

Recommendation of the Board of Directors		The Board unanimously recommends a vote “FOR” the option of once every year as the frequency with which stockholders are provided an advisory vote on named executive officer compensation.

PROPOSAL FIVE

AMENDMENT OF THE RAMBUS 2015 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 5,210,000 AND TO ADOPT A NEW TEN-YEAR TERM

The 2015 Equity Incentive Plan (the “2015 Plan”) was originally adopted by our Board of Directors and approved by our stockholders in 2015. We are asking our stockholders to approve an amendment to the 2015 Plan, including to increase the number of shares of our common stock reserved for issuance thereunder by 5,210,000 shares and to approve a new ten-year term for the 2015 Plan, so that we can continue to use it to achieve our goals. If the amended 2015 Plan is not approved by stockholders, then the existing current version of the 2015 Plan will continue by its terms, which is currently set to expire in 2025.

Our named executive officers and directors have an interest in this proposal because they are eligible to receive equity awards under the 2015 Plan (the “Award” or “Awards”).

We have historically provided stock options, restricted stock units, performance shares and other types of equity awards as an incentive to our employees, directors and consultants to promote increased stockholder value. The Board of Directors and management believe that equity awards are one of the primary ways to attract and retain key personnel responsible for the continued development and growth of our business, and to motivate employees to increase stockholder value. In addition, equity awards are considered a competitive necessity in the high technology sector in which we compete. Given the highly competitive labor market for employee talent, our Board of Directors and management believe that the ability to continue to grant equity awards will be critical to the future success of Rambus.

Our Board of Directors believes that approval of the amended 2015 Plan will enable us to continue to use the 2015 Plan to achieve employee performance, recruiting, retention and incentive goals. In particular, our Board of Directors believes that our employees are our most valuable assets and necessary to achieve our goals and that awards granted under the 2015 Plan are vital to our ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which we compete.

Material Differences Between the Current 2015 Plan and the Amended 2015 Plan

•

The proposed 2015 Plan amendment reserves an additional 5,210,000 shares of our common stock for issuance under the 2015 Plan.

•

The proposed 2015 Plan amendment has a new ten-year term and would expire on the ten-year anniversary of the Annual Meeting, which would be April 28, 2033.

•

The proposed 2015 Plan amendment removes the conversion ratio for full-value awards contained in the current 2015 Plan.

•

The current version of the 2015 Plan contains limits on both the number of shares subject to Awards that may be granted to participants and the value of Awards that may be granted to our non-employee directors in any fiscal year. The individual participant limits were originally included to comply with Code Section 162(m)’s rules regarding the deductibility of performance-based compensation. Due to subsequent changes in the law, the individual limits are no longer required for purposes of Code Section 162(m) and we have chosen to remove the individual limits to provide maximum flexibility in administering the amended 2015 Plan. The amended 2015 Plan continues to include limits with respect to the value of Awards that may be granted to non-employee members of the Board of Directors in any year.

Key Features of the 2015 Plan and Our Compensation Practices

•

The proposed 2015 Plan amendment reserves an additional 5,210,000 shares of our common stock for issuance under the 2015 Plan.

•

The proposed 2015 Plan amendment provides for a new ten-year term and the amended 2015 Plan would expire on the ten-year anniversary of the Annual Meeting, unless terminated sooner pursuant to the terms of the 2015 Plan.

•

A committee of independent directors administers the 2015 Plan.

•

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

•

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

•

Although the 2015 Plan permits a number of types of equity and cash long-term incentives, we intend to continue to have a long-term incentive program with a strong focus on our performance, including the grant of performance shares to our executives which only vest if certain Company performance targets are met.

•

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

•

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

•

All employees are prohibited from hedging transactions involving our common stock.

•

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

•

The 2015 Plan provides that Awards will generally vest no earlier than the one-year anniversary of the Award’s date of grant (with limited exceptions), subject to the terms of the 2015 Plan.

•

Dividends and other distributions payable with respect to shares subject to Awards (including dividend equivalents) will not be paid before the underlying shares vest.

•

The 2015 Plan provides that in the event of a merger or change in control where the successor corporation refuses to assume or substitute for an Award, with respect to Awards with performance-based vesting, all performance goals will be deemed achieved at target levels as to a prorated portion of such Award based on the portion of the applicable performance period that has lapsed through the date of the merger or change in control.


Vote Required		The affirmative vote of a majority of the shares present and entitled to vote on this matter during the Annual Meeting will be required to approve this proposal. Abstentions will have the same effect as votes “AGAINST” the proposal. Broker non-votes will have no effect on the outcome of this proposal.

Recommendation of the Board of Directors		Our Board of Directors recommends that you vote “FOR” the approval of an amendment to our 2015 Plan including to increase the number of authorized shares reserved for issuance under the 2015 Plan by 5,210,000 shares and to approve a new ten-year term for the 2015 Plan.

Considerations of the Board of Directors in Making its Recommendation

In determining and recommending the increase to the share reserve under the 2015 Plan, the Compensation and Human Resources Committee and the Company’s Board considered a number of factors, including the following:

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


Annual Share Usage	Fiscal Year 2022		Fiscal Year 2021		Fiscal Year 2020		Three-Year Average
Stock Options Granted		—		—		40,000		13,333
Restricted Stock Units Granted		1,914,443		2,089,989		1,619,967		1,874,800
Performance Shares Granted		423,812		273,896		379,778		359,162
Total Options, Restricted Stock Units and Performance Shares Granted		2,338,255		2,363,885		2,039,745		2,247,295
Basic Weighted Average Common Shares Outstanding		109,472,000		110,538,000		113,254,000		111,088,000
Annual Share Usage		2.14%		2.14%		1.80%		2.02%

Additionally, the vested performance shares for fiscal years 2022, 2021 and 2020 were 405,980, 56,668 and 122,656, respectively.

Our three-year burn rate, which we define as the number of shares subject to equity awards granted in a year divided by the weighted average common shares outstanding for that fiscal year, is below industry guidelines recommended by Institutional Shareholder Services (“ISS”). Our senior management, Compensation and Human Resources Committee and Farient, the independent consultants to the Compensation and Human Resources Committee, reviewed our burn rate as compared to our industry peer companies and indexes provided by two different third-party data providers. Our Board ultimately approved the reservation of an additional 5,210,000 shares for issuance under the amended 2015 Plan.

Forecasted Grant Practices. We currently forecast granting options and full-value awards (in the form of restricted stock units and performance shares) covering approximately 6,880,000 shares over the next three-year period, which is equal to 6.36% of our approximately 108,181,375 shares of common stock outstanding as of February 1, 2023. We also estimate cancellation of options and forfeitures of restricted stock unit and performance shares awards of approximately 1,000,000 shares over this period, based on our historic rates. If our expectation for cancellations is accurate, our net grants (grants less cancellations) over the next three-year period would be approximately 5,880,000 shares, or approximately 5.44% of our common stock outstanding as of February 1, 2023. We believe, and our Board considered, that the requested additional shares to the 2015 Plan in light of this expected forecast will allow us to make equity awards for the purpose of our expected new hires, focal awards, any special retention needs and employee growth


		through any opportunistic acquisitions or hiring for approximately the next two to three years. However, circumstances could alter this projection, such as a change in business conditions, our stock price, competitive pressures for attracting and retaining employees, or our company strategy. Awards Outstanding Under Existing Grants and Dilutive Impact. We have outstanding, as of February 1, 2023, stock options covering approximately 406,401 shares with a weighted average remaining contract life of 3.88 years and weighted average exercise price of $11.84, and approximately 4,947,359 unvested restricted stock units and performance shares with a weighted average grant date fair value of $28.18. As of February 1, 2023, 5,622,811 shares remained available for future issuance under the 2015 Plan and 134,053 shares remained available for future issuance under the 2019 Inducement Equity Incentive Plan (the “2019 Inducement Plan”). Other than the 2015 Plan, the 2019 Inducement Plan and the 2015 Employee Stock Purchase Plan (the “2015 ESPP”), there are no other equity plans under which new awards may be granted. Accordingly, the approximately 5,353,760 shares subject to outstanding Awards (commonly referred to as the “overhang”) represent approximately 4.9% of our fully diluted outstanding shares and the dilutive impact of all 5,210,000 shares that would be available for issuance under the 2015 Plan if Proposal Five is approved would increase the overhang percentage by an additional 4.8% to approximately 9.8%, each based on our fully diluted outstanding shares as of February 1, 2023. Modeling Analysis. We evaluated various stockholder models that considered what would be expected to be an allowable cap as compared to that we are seeking in Proposal Five, and we have concluded that our request is below such cap. While the modeling we used only represented one analysis subject to a number of assumptions, we and our Board of Directors considered the model as a useful benchmark in how we approached the request for an additional 5,210,000 shares reserved for issuance under this Proposal Five. We only considered this modeling benchmarking information in relation to the other empirical data provided by at least two other third-party data providers.

Summary of the 2015 Equity Incentive Plan		The following is a summary of the principal features of the 2015 Plan, as amended, and its operation. The summary is qualified in its entirety by reference to the 2015 Plan set forth in Appendix A. The purposes of the 2015 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services to the Company, and to promote the success of the Company’s business. The 2015 Plan provides for the grant of the following types of incentive awards: • stock options; • stock appreciation rights;


		• restricted stock; • restricted stock units; • performance shares and performance units; and • other stock or cash awards. Each of these is referred to individually as an “Award.”

		Those who are eligible for Awards under the 2015 Plan include employees, directors and consultants who provide services to the Company and its subsidiaries. Incentive stock options may be granted only to individuals, who, as of the time of grant, are employees of the Company and its affiliates. As of February 1, 2023, approximately 770 employees, eight non-employee directors and one consultant would be eligible to participate in the 2015 Plan. As of the same date, the closing price of a share of our common stock as reported on The Nasdaq Global Select Market was $43.41.

Shares Available		As of February 1, 2023, the 2015 Plan and the 2019 Inducement Plan had since inception 43,200,000 shares and 400,000 shares, respectively, reserved for issuance thereunder. As of that same date, 5,622,811 shares and 134,053 shares remained available for future issuance under the 2015 Plan and the 2019 Inducement Plan, respectively. Other than the 2015 Plan, the 2019 Inducement Plan and the 2015 ESPP, there are no other equity plans under which new awards may be granted. Upon stockholder approval of the amended 2015 Plan, the 2015 Plan reserve would stand at 48,410,000, with 10,832,811 shares available for future issuance under the 2015 Plan based on the number of shares reserved for issuance under the 2015 Plan as of February 1, 2023. Under the 2015 Plan, no more than 10,000,000 shares may be granted pursuant to options intended to qualify as incentive stock options. The shares may be authorized, but unissued, or reacquired Common Stock. The Board of Directors expects that the number of shares reserved for issuance under the amended 2015 Plan will be sufficient to operate the plan for two to three years without having to request additional shares. The Board of Directors (or its designated committee) will periodically review actual share consumption under the 2015 Plan and may make a request for additional shares earlier or later than this period as needed.

		Any shares subject to Awards granted prior to the date of the Annual Meeting and granted with an exercise price less than the fair market value on the date of grant of such Awards were counted against the numerical limits of the 2015 Plan as 1.5 shares for every one share subject thereto. If shares acquired pursuant to any such Award are forfeited or repurchased by the Company and would otherwise return to the 2015 Plan pursuant to its terms, 1.5 times the number of shares so forfeited or repurchased will return to the 2015 Plan and will again become available for issuance. Any shares subject to Awards granted on or after the date of the Annual Meeting and granted with an exercise price less than the fair market value on the date of grant of such Awards will be counted against the numerical limits of the 2015 Plan as one share for every one share subject thereto. If shares acquired pursuant to any such Award are forfeited or repurchased by the Company and would otherwise return to the 2015 Plan pursuant to its terms, one times the number of shares so forfeited or repurchased will return to the 2015 Plan and will again become available for issuance.


		If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to full-value Awards, is forfeited to or repurchased by the Company, the unpurchased (or forfeited or repurchased, as applicable) shares that were subject to the Award will become available for future grant or sale under the 2015 Plan (unless the 2015 Plan has terminated). Upon exercise of a stock appreciation right, all of the shares covered by the Award (that is, shares actually issued pursuant to the stock appreciation right, as well as the shares that represent the payment of the exercise price) will cease to be available under the 2015 Plan. Shares that have been issued under the 2015 Plan under any Award will not be returned to or become available for future distribution under the 2015 Plan; provided, however, that if unvested shares of any full-value Awards are repurchased by the Company or are forfeited to the Company, those shares will become available for future grant under the 2015 Plan. Shares used to pay the tax and exercise price of an Award will not become available for future grant or sale under the 2015 Plan. To the extent an Award is paid out in cash rather than shares, such cash payment will not reduce the number of shares available for issuance under the 2015 Plan.

		In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure affecting shares of common stock occurs, the administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2015 Plan will adjust: • the number and class of shares that may be delivered under the 2015 Plan; • the number, class and price of shares subject to outstanding Awards; and • the numerical share limits in the 2015 Plan.

Administration		A committee or committees of independent, non-employee directors satisfying applicable laws and appointed by our Board of Directors administers the 2015 Plan (referred to herein as the “administrator”). To make grants to certain of our officers and key employees, the members of the committee(s) must qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act. Subject to the terms of the 2015 Plan, the administrator has the authority in its discretion to select the employees, consultants, and directors who will receive Awards, to determine the terms and conditions of Awards, to modify or amend each Award (subject to the restrictions of the 2015 Plan), and to interpret the provisions of the 2015 Plan and outstanding Awards. The administrator may allow a participant to defer the receipt of payment of cash or delivery of shares that otherwise would be due to such participant. The administrator may make rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws and may make all other determinations deemed necessary or advisable for administering the 2015 Plan.


Limitations		Incentive Stock Options. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year may not exceed $100,000. The exercise price of an incentive stock option granted to any employee who owns stock representing more than 10% of the voting power of all classes of our stock or the stock of any affiliate must be at least 110% of the fair market value of our common stock on the grant date. Further, with respect to any employee who owns stock representing more than 10% of the voting power of all classes of our outstanding stock or the stock of any affiliate, the term of an incentive stock option may not exceed five years.

		Exchange Program. The administrator may not institute a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced.

		Grants to Non-Employee Directors. No non-employee member of the Board of Directors may be granted, in any fiscal year, Awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of greater than $300,000, increased to $500,000 in the fiscal year of his or her initial service as a non-employee director. Any Awards granted to an individual while he or she was an employee, or while he or she was a consultant but not a non-employee director, will not count for purposes of these limits.

		Vesting Limits. Awards granted under the 2015 Plan will vest no earlier than the one-year anniversary of the Award’s date of grant, provided that the administrator, in its sole discretion, may provide an Award may accelerate vesting by reason of the participant’s death, disability or retirement, or upon our major capital change (including, without limitation, a merger or change in control) and provided further, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the shares reserved for issuance under the 2015 Plan may be granted to service providers, or outstanding Awards modified, without regard to such minimum vesting, exercisability and distribution provisions.

		Dividend Payments. Dividends and other distributions payable with respect to shares subject to Awards (including dividend equivalents) will not be paid before the underlying shares vest.

Options		Subject to the terms and conditions of the 2015 Plan, options may be granted to service providers at any time and from time to time as will be determined by the administrator, in its sole discretion. The administrator is able to grant nonstatutory stock options and incentive stock options under the 2015 Plan. Subject to the terms and conditions of the 2015 Plan, the administrator has complete discretion to determine the number of shares subject to options granted to any participant.


		The administrator determines the exercise price of options granted under the 2015 Plan, provided the exercise price must be at least equal to the fair market value of our common stock on the date of grant, and subject to the limitations contained in the 2015 Plan relating to incentive stock options. The administrator will determine the term of each option in its sole discretion. Subject to the limitations contained in the 2015 Plan relating to incentive stock options, the term of an option may not exceed ten years from the date of grant. The administrator will determine the acceptable form(s) of consideration for exercising an option, including the method of payment, to the extent permitted by applicable laws. After termination of service with us, a participant will be able to exercise the vested portion of his or her option for the period of time stated in the Award agreement. If no such period of time is stated in the participant’s Award agreement, the participant will generally be able to exercise his or her option for (i) three months following his or her termination for reasons other than death or disability, and (ii) twelve months following his or her termination due to death or disability. In no event may an option be exercised later than the expiration of its term. Under the previous terms of the 2015 Plan, during any fiscal year, no recipient was eligible to be granted options covering more than 1,000,000 shares of common stock, except that in the case of a recipient’s initial service as an employee of the Company, such employee was eligible to be granted options covering up to an additional 1,000,000 shares of common stock. This limit is being removed from the 2015 Plan as noted above.

Stock Appreciation Rights		The administrator is able to grant stock appreciation rights, which are the rights to receive the appreciation in the fair market value of common stock between the exercise date and the date of grant. We can pay the appreciation in either cash, shares of common stock, or in some combination thereof. Stock appreciation rights become exercisable at the times and on the terms established by the administrator, subject to the terms of the 2015 Plan. The administrator, subject to the terms of the 2015 Plan, has complete discretion to determine the terms and conditions of stock appreciation rights granted under the 2015 Plan; provided, however, that the exercise price may not be less than 100% of the fair market value of a share on the date of grant. The term of a stock appreciation right may not exceed ten years. Subject to the terms and conditions of the 2015 Plan, the administrator will have complete discretion to determine the number of stock appreciation rights granted to any participant.

		After termination of service with us, a participant will be able to exercise the vested portion of his or her stock appreciation right for the period of time stated in the Award agreement. If no such period of time is stated in a participant’s Award agreement, a participant will generally be able to exercise his or her stock appreciation right for (i) three months following his or her termination for reasons other than death or disability, and (ii) twelve months following his or her termination due to death or disability. In no event will a stock appreciation right be exercised later than the expiration of its term.



		Under the previous terms of the 2015 Plan, during any fiscal year, no recipient was eligible to be granted stock appreciation rights covering more than 1,000,000 shares of common stock, except that in the case of recipient’s initial service as an employee of the Company, such employee was eligible to be granted stock appreciation rights covering up to an additional 1,000,000 shares of common stock. This limit is being removed from the 2015 Plan as noted above.

Restricted Stock		Awards of restricted stock are rights to acquire or purchase shares of our common stock, which vest in accordance with the terms and conditions established by the administrator in its sole discretion. Subject to the vesting limitations contained in the 2015 Plan, the administrator, in its sole discretion, may provide at the time of or following the date of grant for accelerated vesting for an Award of restricted stock. The Award agreement generally will grant us a right to repurchase or reacquire the shares upon the termination of the participant’s service with us for any reason (including death or disability). Unless the administrator provides otherwise, participants holding shares of restricted stock will have the right to vote the shares and receive any dividends paid, except that dividends or other distributions paid in shares will be subject to the same restrictions on transferability and forfeitability as the original award. Subject to the terms and conditions of the 2015 Plan, the administrator will determine the number of shares granted pursuant to an Award of restricted stock. Under the previous terms of the 2015 Plan, during any fiscal year, no recipient was eligible to receive more than an aggregate of 300,000 shares of restricted stock, except that in connection with a recipient’s initial service as an employee of the Company, such employee was eligible to be granted an aggregate of up to an additional 300,000 shares of restricted stock. This limit is being removed from the 2015 Plan as noted above.

Restricted Stock Units		Awards of restricted stock units result in a payment to a participant only if the vesting criteria the administrator establishes is satisfied. The administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. Upon satisfying the applicable vesting criteria, the participant will be entitled to the payout specified in the Award agreement. Subject to the vesting limitations contained in the 2015 Plan, at any time after the grant of restricted stock units, the administrator may reduce or waive any vesting criteria that must be met to receive a payout.



		The administrator, in its sole discretion, may pay earned restricted stock units in cash, shares, or a combination thereof. Restricted stock units that are fully paid in cash will not reduce the number of shares available for grant under the 2015 Plan. On the date set forth in the Award agreement, all unearned restricted stock units will be forfeited to us. Subject to the terms and conditions of the 2015 Plan, the administrator determines the number of restricted stock units granted to any participant. We refer to restricted stock units granted under the 2015 Plan as “RSUs” throughout this Proxy Statement. Under the previous terms of the 2015 Plan, during any fiscal year, no recipient was eligible to receive more than an aggregate of 300,000 RSUs, except that in connection with a recipient’s initial service as an employee of the Company, such employee was eligible to be granted an aggregate of up to an additional 300,000 RSUs. This limit is being removed from the 2015 Plan as noted above.

Performance Units and Performance Shares		The administrator is able to grant performance units and performance shares, which are Awards that result in a payment to a participant only if the performance goals or other vesting criteria the administrator establishes are achieved or the Awards otherwise vest. Performance units are settled in dollars, shares, other securities, or a combination of dollars shares or other securities. Performance shares are denominated in shares of common stock. The administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the administrator in its discretion. The administrator establishes performance or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. Notwithstanding the foregoing and subject to the vesting limitations contained in the 2015 Plan, after the grant of performance units or shares, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Subject to the terms and conditions of the 2015 Plan, the administrator, in its sole discretion, will determine the number of performance units or performance shares granted to a participant. Performance units will have an initial dollar value established by the administrator on or before the date of grant. Performance shares will have an initial value equal to the fair market value of a share of our common stock on the grant date. To date, we have only granted performance shares and have not granted any performance units under the 2015 Plan. We refer to the performance shares granted under the 2015 Plan as “PSUs” throughout this Proxy Statement.



		Under the previous terms of the 2015 Plan, during any fiscal year, no recipient was eligible to receive performance units having an initial value greater than $3,000,000. In addition, under the previous terms of the 2015 Plan, during any fiscal year, no recipient was eligible to receive more than 300,000 PSUs, except that in connection with a recipient’s initial service as an employee of the Company, such employee was eligible to be granted up to an additional 300,000 PSUs. These limits are being removed from the 2015 Plan as noted above.

Dividend Equivalents		The administrator, in its discretion, may provide in the Award agreement evidencing any Award that the participant will be entitled to receive dividend equivalents with respect to the payment of cash dividends on shares having a record date prior to the date on which the Awards are settled or forfeited. Subject to the limitations contained in the 2015 Plan, the dividend equivalents, if any, will be credited to an Award in such manner and subject to such terms and conditions as determined by the administrator in its sole discretion.

Transferability of Awards		Unless determined otherwise by the administrator, Awards granted under the 2015 Plan are generally not transferable, and all rights with respect to an Award granted to a participant generally will be available during a participant’s lifetime only to the participant or such participant’s estate.

Change of Control		In the event of our change in control and subject to the terms of the 2015 Plan and any vesting acceleration provisions in an Award or other agreement, each outstanding Award will be treated in the manner provided in the agreement relating to the change in control, including, without limitation, that Awards may be assumed, continued or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation, or the parent or subsidiary of the successor corporation, refuses to assume, continue or substitute for the Award (and for the avoidance of doubt, notwithstanding the vesting limitations in the 2015 Plan), the participant will fully vest in and have the right to exercise all of his or her outstanding options or stock appreciation rights, including shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to Awards with performance-based vesting, all performance goals will be deemed achieved at target levels as to a prorated portion of such Award based on the portion of the applicable performance period that has lapsed through the date of the merger or change in control, and all other vesting criteria will be deemed achieved as to such prorated portion of such Award. In addition, if an option or stock appreciation right becomes fully vested and exercisable in lieu of assumption, continuation or substitution in the event of a change in control, the administrator will notify the participant in writing or electronically that the option or stock appreciation right will be fully vested and exercisable for a period of time determined by the administrator in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.



		With respect to Awards granted to non-employee directors that are assumed or substituted for, if on the date of or following such assumption or substitution, the participant’s status as a director (or a director of the successor corporation, as applicable) is terminated other than upon a voluntary resignation by the participant, then the participant will fully vest in and have the right to exercise all of his or her outstanding options or stock appreciation rights, including shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to Awards with performance-based vesting, all performance goals will be deemed achieved at target levels as to a prorated portion of such Award based on the portion of the applicable performance period that has lapsed through the date of the merger or change in control, and all other vesting criteria will be deemed achieved as to such prorated portion of such Award.

Amendment and Termination		The Board of Directors or the administrator will have the authority to amend, alter, suspend or terminate the 2015 Plan at any time, except that stockholder approval will be required for any amendment to the 2015 Plan to the extent necessary and desirable to comply with applicable law. No amendment, alteration, suspension or termination of the 2015 Plan will impair the rights of any participant, unless mutually agreed otherwise between the participant and the administrator and which agreement must be in writing and signed by the participant and us. If approved by the stockholders at the Annual Meeting, the amended 2015 Plan will terminate in 2033, unless terminated earlier.

Number of Awards Granted		The following table sets forth (i) the aggregate number of shares of our common stock subject to options granted under the 2015 Plan during the last fiscal year, (ii) the average per share exercise price of such options, (iii) the aggregate number of shares issued pursuant to awards of RSUs and PSUs granted under the 2015 Plan during the last fiscal year, and (iv) the fair value of such shares.


Name of Individual or Group	Number of Options Granted		Average Per Share Exercise Price ($)		Number of RSUs/PSUs Granted (1)		Value of RSUs and PSUs ($)
Named Executive Officers:
Luc Seraphin, Chief Executive Officer		—		—		166,275		5,857,203
Desmond Lynch, Senior Vice President, Finance and Chief Financial Officer		—		—		49,502		1,481,185
Sean Fan, Senior Vice President, Chief Operating Officer		—		—		234,740		7,629,637
John Shinn, Senior Vice President, General Counsel and Secretary		—		—		19,560		657,509
Keith Jones, Interim Chief Financial Officer		—		—		7,824		199,981
All executive officers, as a group		—		—		477,901		15,825,515
All directors who are not executive officers, as a group		—		—		49,372		1,515,603
All employees who are not executive officers, as a group		—		—		1,799,159		48,216,586

(1)	Number of PSUs shown is based on target performance.


Federal Tax Aspects		The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers and Awards granted under the 2015 Plan by us. Tax consequences for any particular individual may be different. This summary does not purport to be complete and does not discuss the tax consequences of a participant’s death or the income tax laws of any state or foreign country in which the participant may reside.

Nonstatutory Stock Options		No taxable income is reportable when a nonstatutory stock option with an exercise price equal to the fair market value of the underlying stock on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any taxable income recognized in connection with an option exercise by an employee is subject to tax withholding by us. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Incentive Stock Options		No taxable income is reportable when an incentive stock option is granted or exercised (except for purposes of the alternative minimum tax, in which case taxation is the same as for nonstatutory stock options). If the participant exercises the option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option.

Stock Appreciation Rights		No taxable income is reportable when a stock appreciation right with an exercise price equal to the fair market value of the underlying stock on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

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



Tax Effect for Rambus		We generally will be entitled to a tax deduction in connection with an Award under the 2015 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of certain compensation paid to our Chief Executive Officer and other “covered employees”. As a result of the Tax Cuts and Jobs Act, and except for certain grandfathered arrangements, under Section 162(m) of the Code, any compensation over $1,000,000 paid to the covered employees is not deductible by the Company.

Medicare Surtax		A participant’s annual “net investment income”, as defined in Section 1411 of the Internal Revenue Code, may be subject to a 3.8% federal surtax (generally referred to as the “Medicare Surtax”). Net investment income may include capital gain and/or loss arising from the disposition of shares subject to a participant’s Awards under the 2015 Plan. Whether a participant’s net investment income will be subject to the Medicare Surtax will depend on the participant’s level of annual income and other factors.

Section 409A		Section 409A of the Code (“Section 409A”) provides certain requirements on non-qualified deferred compensation arrangements. These include requirements with respect to an individual’s election to defer compensation and the individual’s selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (e.g., the individual’s separation from service, a predetermined date, or the individual’s death). Section 409A imposes restrictions on an individual’s ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, Section 409A requires that such individual’s distribution commence no earlier than six months after such officer’s separation from service. Awards granted under the 2015 Plan with a deferral feature will be subject to the requirements of Section 409A. If an Award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the Award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an Award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. In addition, certain states such as California have adopted similar provisions.

PROPOSAL SIX

AMENDMENT AND RESTATEMENT OF RAMBUS’ AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT RECENTLY ADOPTED DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION

Background

In August 2022, the State of Delaware, which is the Company’s state of incorporation, enacted legislation that enables Delaware companies to limit the liability of certain officers in limited circumstances under Section 102(b)(7) of the Delaware General Corporation Law. In light of this update in the law, we are proposing to amend and restate our Amended and Restated Certificate of Incorporation, as amended (the “Existing Certificate”), to exculpate certain of our officers from liability in specific circumstances, to the extent permitted by Delaware law. We refer to the Existing Certificate, as it will be amended and restated if this proposal is successful, as the “Restated Certificate.” The new Delaware legislation only permits, and the Restated Certificate would only permit, exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. Furthermore, the limitation on liability would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.

Our Existing Certificate provides for the exculpation of directors but does not include a provision that allows for the exculpation of officers. In order to ensure that we remain able to attract and retain the most qualified officers, the Restated Certificate would amend and restate Article IX of our Existing Certificate as set forth in Appendix B to this proxy statement, in addition to making other non-substantive conforming and clarifying changes.

Appendix B contains our Restated Certificate as it would read following stockholder approval of this proposal, with additions marked with double underlined text and deletions indicated by strike-out text. As a result, it also reflects the integration of amendments to Article IV of the Existing Certificate that were previously approved by our stockholders.

Reasons for the Restated Certificate

After considering the benefits and the consequences of these updates, our Board of Directors believes adoption of the Restated Certificate to provide for officer exculpation remedies the inconsistent treatment of officers and directors under Delaware law, notwithstanding that both officers and directors have similar fiduciary duties. Our Board of Directors also believes the Restated Certificate will allow us to continue to attract and retain quality personnel. Further, our Board of Directors considered the extent of exculpation provided under the law and, accordingly, under the Restated Certificate, and believes that it is reasonable and does not unduly impact stockholder rights. Therefore, taking into account the narrow class and type of claims for which officers’ liability would be exculpated, and the benefits our Board of Directors believes would accrue to the Company and its stockholders in the form of an enhanced ability to attract and retain talented officers, our Board of Directors determined that it is advisable and in the best interests of the Company and our stockholders to adopt the Restated Certificate to provide such exculpation to the extent permitted by Delaware law. The Restated Certificate is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any director or officer.

Effect of the Restated Certificate

If the Restated Certificate is approved by the stockholders, the Restated Certificate will become effective upon filing of the Restated Certificate with the Delaware Secretary of State, which the Company anticipates filing promptly following the Annual Meeting. The complete text of the Restated Certificate is set forth in Appendix B to this proxy statement.


Vote Required		The affirmative vote of the holders of a majority of the shares of stock issued and outstanding will be required to approve this proposal. Abstentions and broker non-votes will have the same effect as votes “AGAINST” the proposal.

Recommendation of the Board of Directors		Our Board of Directors recommends that you vote “FOR” the adoption of the Restated Certificate to provide for the exculpation of officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 3, 2023 for:

•

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.

We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 108,830,850 shares of our common stock outstanding as of March 3, 2023. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our common stock subject to options held by the person that are currently exercisable or exercisable within 60 days of March 3, 2023. However, we did not deem such shares of our common stock outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Rambus Inc., 4453 North First Street, Suite 100, San Jose, California 95134. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.


Name of Group of Beneficial Owners	Number of Shares Beneficially Owned		Equity Awards Exercisable/ Issuable in 60 days		Percentage of Shares Beneficially Owned
Greater than 5% Stockholders:
BlackRock, Inc.(1)		17,569,163		—		16.1	%
The Vanguard Group(2)		12,480,580		—		11.5	%
Directors and Named Executive Officers
Emiko Higashi		62,033		40,000		*
Charles Kissner(3)		46,620		—		*
Steven Laub		6,108		—		*
Meera Rao		27,873		35,833		*
Karen Rogge		13,711		—		*
Necip Sayiner		25,000		20,000		*
Eric Stang(4)		55,023		—		*
Sean Fan		185,532		—		*
Desmond Lynch		67,700		—		*
Luc Seraphin		379,653		4,474		*
John Shinn		32,644		—		*
Keith Jones		24,918		—		*
All current directors, director nominees and executive officers as a group (12 persons)		926,845		100,307		1.0	%

*	(Less than 1%)

(1)

Based on information reported by BlackRock, Inc. (“BlackRock”) on Schedule 13G/A filed with the SEC on February 7, 2023. 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 17,380,855 shares, shared voting power over no shares, sole dispositive power over 17,569,163 shares and shared dispositive power over no shares. BlackRock listed its address as 55 East 52nd Street, New York, NY 10055.

(2)

Based on information reported by The Vanguard Group (“Vanguard”) on Schedule 13G/A filed with the SEC on February 9, 2023. 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 165,127 shares, sole dispositive power over 12,207,866 shares and shared dispositive power over 272,714 shares. Vanguard listed its address as 100 Vanguard Blvd., Malvern, PA 19355.

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

(4)	Includes 27,180 shares held in trust for which Mr. Stang serves as a trustee.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis (“CD&A”) is designed to provide our stockholders with an understanding of our compensation program in effect for our named executive officers (“NEOs”) who consisted of the following executive officers in 2022:

•

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.

On July 28, 2022, the Company appointed Mr. Lynch to the position of Senior Vice President, Finance, and Chief Financial Officer, effective as of August 1, 2022.

Our CD&A will also include discussion and items related to a former executive officer, who is included as an NEO:

•

Keith Jones, Former Vice President, Finance, and Interim Chief Financial Officer.

Mr. Jones tendered his resignation effective as of August 5, 2022.

Our CD&A is organized as follows: Executive Summary, 2022 Advisory Vote on Executive Compensation and Other Stockholder Engagement, Our Compensation Philosophy — Pay for Performance, Executive Compensation Process, Components of Executive Compensation, and Other Policies and Elements of Executive Compensation.

Executive Summary

Executive Compensation Highlights

Our compensation programs are designed to align compensation with business objectives and Company financial performance. The objectives of our executive compensation program are to attract, retain, motivate, focus, and reward executives in order to enhance the long-term growth and profitability of the Company, foster stockholder value creation, and align executives’ interests with those of our stockholders. The Compensation and Human Resources Committee reviews executive compensation levels annually and seeks to reward executives for performance of achievement against corporate, business unit, department and individual goals. In its annual executive compensation review, the Compensation and Human Resources Committee also relies on compensation survey and peer company data and considers a balance between pay for performance and retention of executives in a competitive labor market, including a recent hyper-competitive compensation environment for semiconductor and other technology companies, especially in the San Francisco Bay Area. The items below highlight the key components of our executive compensation program and philosophy.

•

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 89% 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 2022.

•

Alignment between executive compensation and stockholder interests, achieved by emphasizing long-term compensation in our pay mix. In 2022, approximately 60% of our CEO’s target long-term equity

incentive awards and 50% of other NEOs’ target long-term equity incentive awards (excluding Mr. Fan’s special PSU award described below) consisted of PSUs as described below.

•

Close alignment of our annual incentive compensation program (“Corporate Incentive Plan” or “CIP”) with Company performance. Our 2022 CIP program was funded based on the achievement of an objective performance target of pro-forma operating income. Pro-forma operating income performance for 2022 exceeded our target of $231.9 million by achieving pro-forma operating income of $256.2 million, which resulted in the 2022 CIP pool funding at 110.5% 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.

SEC Form DEF 14A filed by Rambus Inc.