Rambus (RMBS) DEF 14A17 Mar 23Definitive proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2022
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Rambus Inc.
Entity Central Index Key	0000917273

Pay vs Performance Disclosure

Pay vs Performance Disclosure Unit_pure in Millions	12 Months Ended
Pay vs Performance Disclosure Unit_pure in Millions	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Pay vs Performance Disclosure [Table]
Pay vs Performance [Table Text Block]	Pay Versus Performance Table Value of initial fixed $100 Year Reported Summary Compensation Table Total for PEO Compensation Actually Paid to PEO (5) Average Reported Summary Compensation Table Total for Non-PEO NEOs (1) Average Actually Paid to other NEOs (1)(5) Company Total Shareholder Return Peer Group Shareholder Return (3) Net Income (in millions) PF Op Income (in millions) 2022 $ 7,130,474 $ 19,432,713 $ 3,160,306 $ 5,746,805 $ 260.04 $ 137.05 $ (14.3 ) $ 256.2 2021 $ 5,761,497 $ 13,591,885 $ 1,538,175 $ 1,940,042 $ 213.36 $ 219.49 $ 18.3 $ 210.5 2020 $ 5,377,663 $ 6,454,443 $ 2,291,740 $ 2,827,485 $ 126.75 $ 145.23 $ (40.5 ) $ 181.8 (1) The NEOs for each applicable year are: • 2022: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, John Shinn, and Keith Jones. Mr. Jones resigned from his position as Vice President, Finance, and Interim Chief Financial Officer effective as of August 5, 2022 • 2021: PEO: Luc Seraphin. Other NEOs: Sean Fan, John Shinn, Keith Jones, Jae Kim, and Rahul Mathur. Mr. Kim resigned from his position as Senior Vice President, General Counsel and Secretary effective as of February 19, 2021. Mr. Mathur resigned from his position of Senior Vice President, Finance and Chief Financial Officer effective as of November 15, 2021 • 2020: PEO: Luc Seraphin. Other NEOs: Sean Fan, Jae Kim, and Rahul Mathur (2) Cumulative TSR is measured as of a base period of December 31, 2019 (3) The peer group used for relative TSR is the RDG Semiconductor Composite Index, comprising 77 constituent companies, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K (4) The Company-selected measure is pro-forma Pro-forma non-GAAP non-cash one-time one-time pro-forma . (5) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CA P (a djustments for pension or dividend payments are not covered, as Rambus does not have supplemental executive requirement plans and does not pay dividends on equity award s, and d ue to rounding, the calculated final value of the numbers shown in the following table may not be the precise values reported above ): Equity Awards Year Executives SCT Total Deduct SCT Stock & Option Add Year-End Add Change in Add Change Granted in Add Change in 2022 PEO $ 7,130,474 $ 5,857,203 $ 8,872,767 $ 3,476,967 $ 0 $ 5,809,709 Other NEOs* $ 3,160,306 $ 2,492,078 $ 4,235,555 $ 430,855 $ 0 $ 412,167 2021 PEO $ 5,761,497 $ 4,511,773 $ 6,755,857 $ 3,551,346 $ 0 $ 2,034,959 Other NEOs* $ 1,538,175 $ 1,055,024 $ 774,181 $ 324,841 $ 0 $ 357,869 2020 PEO $ 5,377,663 $ 4,050,500 $ 4,009,500 $ 1,041,477 $ 0 $ 76,303 Other NEOs* $ 2,291,740 $ 1,369,477 $ 1,377,093 $ 507,449 $ 0 $ 20,680
Company Selected Measure Name	pro-forma operating income
Named Executive Officers, Footnote [Text Block]	(1) The NEOs for each applicable year are: • 2022: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, John Shinn, and Keith Jones. Mr. Jones resigned from his position as Vice President, Finance, and Interim Chief Financial Officer effective as of August 5, 2022 • 2021: PEO: Luc Seraphin. Other NEOs: Sean Fan, John Shinn, Keith Jones, Jae Kim, and Rahul Mathur. Mr. Kim resigned from his position as Senior Vice President, General Counsel and Secretary effective as of February 19, 2021. Mr. Mathur resigned from his position of Senior Vice President, Finance and Chief Financial Officer effective as of November 15, 2021 • 2020: PEO: Luc Seraphin. Other NEOs: Sean Fan, Jae Kim, and Rahul Mathur
Peer Group Issuers, Footnote [Text Block]	The peer group used for relative TSR is the RDG Semiconductor Composite Index, comprising 77 constituent companies, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K
PEO Total Compensation Amount	$ 7,130,474	$ 5,761,497	$ 5,377,663
PEO Actually Paid Compensation Amount	$ 19,432,713	13,591,885	6,454,443
Adjustment To PEO Compensation, Footnote [Text Block]	(5) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CA P (a djustments for pension or dividend payments are not covered, as Rambus does not have supplemental executive requirement plans and does not pay dividends on equity award s, and d ue to rounding, the calculated final value of the numbers shown in the following table may not be the precise values reported above ): Equity Awards Year Executives SCT Total Deduct SCT Stock & Option Add Year-End Add Change in Add Change Granted in Add Change in 2022 PEO $ 7,130,474 $ 5,857,203 $ 8,872,767 $ 3,476,967 $ 0 $ 5,809,709 Other NEOs* $ 3,160,306 $ 2,492,078 $ 4,235,555 $ 430,855 $ 0 $ 412,167 2021 PEO $ 5,761,497 $ 4,511,773 $ 6,755,857 $ 3,551,346 $ 0 $ 2,034,959 Other NEOs* $ 1,538,175 $ 1,055,024 $ 774,181 $ 324,841 $ 0 $ 357,869 2020 PEO $ 5,377,663 $ 4,050,500 $ 4,009,500 $ 1,041,477 $ 0 $ 76,303 Other NEOs* $ 2,291,740 $ 1,369,477 $ 1,377,093 $ 507,449 $ 0 $ 20,680
Non-PEO NEO Average Total Compensation Amount	$ 3,160,306	1,538,175	2,291,740
Non-PEO NEO Average Compensation Actually Paid Amount	$ 5,746,805	1,940,042	2,827,485
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]	(5) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CA P (a djustments for pension or dividend payments are not covered, as Rambus does not have supplemental executive requirement plans and does not pay dividends on equity award s, and d ue to rounding, the calculated final value of the numbers shown in the following table may not be the precise values reported above ): Equity Awards Year Executives SCT Total Deduct SCT Stock & Option Add Year-End Add Change in Add Change Granted in Add Change in 2022 PEO $ 7,130,474 $ 5,857,203 $ 8,872,767 $ 3,476,967 $ 0 $ 5,809,709 Other NEOs* $ 3,160,306 $ 2,492,078 $ 4,235,555 $ 430,855 $ 0 $ 412,167 2021 PEO $ 5,761,497 $ 4,511,773 $ 6,755,857 $ 3,551,346 $ 0 $ 2,034,959 Other NEOs* $ 1,538,175 $ 1,055,024 $ 774,181 $ 324,841 $ 0 $ 357,869 2020 PEO $ 5,377,663 $ 4,050,500 $ 4,009,500 $ 1,041,477 $ 0 $ 76,303 Other NEOs* $ 2,291,740 $ 1,369,477 $ 1,377,093 $ 507,449 $ 0 $ 20,680
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Compensation Actually Paid vs. Net Income [Text Block]
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Tabular List [Table Text Block]	Tabular List of Performance Measures Pro-forma Relative TSR Product Revenue
Total Shareholder Return Amount	$ 260.04	213.36	126.75
Peer Group Total Shareholder Return Amount	137.05	219.49	145.23
Net Income (Loss)	$ (14,300,000)	$ 18,300,000	$ (40,500,000)
Company Selected Measure Amount	256.2	210.5	181.8
PEO Name	Luc Seraphin	Luc Seraphin	Luc Seraphin
Measure [Axis]: 1
Pay vs Performance Disclosure [Table]
Measure Name	Pro-forma Operating Income
Non-GAAP Measure Description [Text Block]	(4) The Company-selected measure is pro-forma Pro-forma non-GAAP non-cash one-time one-time pro-forma .
Measure [Axis]: 2
Pay vs Performance Disclosure [Table]
Measure Name	Relative TSR
Measure [Axis]: 3
Pay vs Performance Disclosure [Table]
Measure Name	Product Revenue
PEO [Member] \| SCT Stock and Option Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ (5,857,203)	$ (4,511,773)	$ (4,050,500)
PEO [Member] \| Add Year End Value of Unvested Equity Granted in Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	8,872,767	6,755,857	4,009,500
PEO [Member] \| Add Change in Value of Unvested Awards Granted in Prior Years [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	3,476,967	3,551,346	1,041,477
PEO [Member] \| Add Change in Value of Vested Equity Granted in Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	0
PEO [Member] \| Add Change in Value of Vested Equity Granted in Prior Years [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	5,809,709	2,034,959	76,303
Non-PEO NEO [Member] \| SCT Stock and Option Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(2,492,078)	(1,055,024)	(1,369,477)
Non-PEO NEO [Member] \| Add Year End Value of Unvested Equity Granted in Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	4,235,555	774,181	1,377,093
Non-PEO NEO [Member] \| Add Change in Value of Unvested Awards Granted in Prior Years [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	430,855	324,841	507,449
Non-PEO NEO [Member] \| Add Change in Value of Vested Equity Granted in Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	0
Non-PEO NEO [Member] \| Add Change in Value of Vested Equity Granted in Prior Years [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 412,167	$ 357,869	$ 20,680