RAMBUS INC (RMBS)
Sector: Information Technology
2026 Annual Meeting Analysis
RAMBUS INC · Meeting: April 23, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Kissner has served since 2012 with strong relevant technology and board leadership experience; RMBS's 3-year TSR of +105.7% outperforms the peer median by +100.5 percentage points, well above the 50pp threshold needed to trigger a concern, and no overboarding, attendance, or independence issues are present.
Rao has served since 2019 with deep semiconductor finance expertise and serves as Audit Committee Chair; the strong TSR outperformance clears all policy thresholds, and she holds only one additional public board seat, well within policy limits.
Sayiner has served since 2019 with extensive semiconductor CEO experience; RMBS's strong 3-year TSR outperformance eliminates any TSR concern, and while he holds three additional public board seats, he is not a sitting CEO so the overboarding threshold of four seats is not breached.
Seraphin is the sitting CEO and has served as a director since 2018; RMBS's 3-year TSR of +105.7% outperforms the peer group median by over 100 percentage points, clearing the strong-positive TSR threshold by a wide margin, and no other policy flags apply.
All four Class I director nominees receive a FOR recommendation. Rambus's 3-year total shareholder return of +105.7% outperforms the company-disclosed peer group median by approximately 100.5 percentage points, far exceeding even the most demanding 50-percentage-point threshold required to trigger a concern. No director has an overboarding issue, attendance problem, independence concern, or familial relationship flag.
Say on Pay
✓ FORCEO
Luc Seraphin
Total Comp
$9,507,546
Prior Support
97%%
CEO Luc Seraphin received total compensation of approximately $9.5 million in 2025, which is broadly in line with expectations for a CEO at a $9.7 billion technology company with strong operational and stock performance. The pay program is well-structured for performance alignment: approximately 92% of the CEO's target pay is variable and tied to financial results or stock price, with 60% of long-term equity awards in performance stock awards that vest based on relative total shareholder return over a three-year period — a rigorous, long-term metric. The company's 2023 performance stock awards paid out at 200% of target, reflecting genuine outperformance against semiconductor peers, and the annual bonus funded at 98.6% of target based on objective operating income results. Prior shareholder support was approximately 97% at the 2025 annual meeting, the company has a meaningful clawback policy in place, and no pay-for-performance misalignment is present given RMBS's strong 3-year total shareholder return of +105.7%.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
2 yrs
Audit Fees
$1,500,000
Non-Audit Fees
$139,267
KPMG was appointed in February 2024 after a competitive process, giving it only about two years of tenure — well below the 25-year threshold that would raise independence concerns. The additional fees charged beyond the core audit (audit-related fees of $139,267) represent only about 9% of core audit fees of $1,500,000, comfortably below the 50% threshold that would signal an independence risk. KPMG is a Big 4 firm fully appropriate for a $9.7 billion market-cap company, and no material financial restatements are indicated.
Overall Assessment
The 2026 Rambus annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory vote on executive compensation. All proposals receive a FOR recommendation — the director slate is well-qualified with no governance flags, KPMG is a new auditor with clean fee ratios, and the executive compensation program is genuinely performance-oriented with strong shareholder alignment evidenced by outstanding 3-year total shareholder return and high prior say-on-pay support.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing