Charles Kissner

About Charles Kissner

Independent, non-executive Chair of the Board at Rambus Inc. since July 2012; age 77. Current committee assignments: Audit Committee (member), Corporate Governance/Nominating Committee (member), and Cyber Risk Committee (member). Professional background includes CEO of Digital Pillars (private), with prior executive leadership across wireless and networking companies; education: B.S., California State Polytechnic University; MBA, Santa Clara University. The Board has determined he is independent under Nasdaq/SEC rules.

Past Roles

External Roles

Board Governance

• Structure and independence: Rambus requires the Chair to be separate from the CEO; the Chair is non-management and organizes Board affairs; Kissner serves as independent Chair. Independent directors hold executive sessions. The Board determined Kissner (and a majority of directors) are independent under Nasdaq/SEC rules.
• 2024 attendance and workload: Board met 7 times; all directors attended ≥75% of Board and committee meetings. Audit (12 meetings), Corporate Governance/Nominating (5), Cyber Risk (4).
• 2025 committee assignments: Audit (members: Meera Rao (Chair), Emiko Higashi, Charles Kissner); Corporate Governance/Nominating (Chair: Emiko Higashi; members: Charles Kissner, Eric Stang); Cyber Risk (Chair: Steven Laub; members: Charles Kissner, Meera Rao).
• Chair roles history: In 2024, Kissner chaired the Cyber Risk Committee; in 2025, chair role transitioned to Steven Laub (refresh).
• Related-party/Conflicts: Company discloses “Transactions with Related Persons: None.” Related-party transactions require Audit Committee pre-approval; directors must avoid conflicts per Code of Conduct.

Fixed Compensation

Actual 2024 director compensation — Charles Kissner:

Notes:

• Stock awards for 2024 consisted of 2,972 RSUs granted on April 1, 2024 at $62.23 FV/share.

Performance Compensation

• Director equity is time-based RSUs (no performance metrics). Upon director departure before the vest date, pro-rata vesting applies; double-trigger acceleration applies upon change of control as described in plan terms.

Other Directorships & Interlocks

Expertise & Qualifications

• Technology/operator: Former CEO/chair roles in wireless, networking, and communications; seasoned operator with M&A and transformation experience.
• Financial oversight: Member of Audit Committee; Board determined all Audit members (incl. Kissner) are “audit committee financial experts.”
• Governance leadership: Independent Chair; service on Corporate Governance/Nominating and Cyber Risk committees across years.

Equity Ownership

Ownership alignment and policies:

• Director stock ownership guideline: 3x annual cash compensation; 50% of qualifying equity must be in issued and outstanding stock; options/PSUs excluded; five-year phase-in. As of Dec 31, 2024, all directors in compliance or within phase-in.
• Hedging/Pledging: Hedging prohibited for all; directors/officers prohibited from pledging Rambus securities as collateral.

Say-on-Pay & Shareholder Feedback (Governance Context)

• 2024 Say-on-Pay approval: Over 97% of votes cast supported NEO pay; Board retained structure given strong support and ongoing engagement.
• 2024 Annual Meeting director election results: Kissner received 78,004,784 “For” and 13,325,053 “Against” (78,004,784 For; 13,325,053 Against; 78,553 Abstain; 7,468,367 Broker Non-Votes) — notably higher opposition compared to other directors elected the same day.

Governance Assessment

• Strengths

  • Independent, non-executive Board Chair with deep operating and transaction experience; serves on key oversight committees (Audit; Governance; Cyber Risk).
  • Board independence, regular executive sessions, and active committee structure with defined charters; Audit Committee members (incl. Kissner) deemed “financial experts.”
  • Director pay tilted to equity (time-based RSUs), plus robust ownership guidelines and prohibitions on hedging/pledging enhancing alignment.
  • No related-party transactions disclosed; formal conflict review procedures in place.

• Watch items / potential red flags

  • Elevated withhold/against votes in 2024 director election for Kissner versus peers at the same meeting may flag investor concerns around board refresh, tenure, or leadership structure; ongoing engagement recommended. (Votes: 78.0M For; 13.3M Against.)
  • Role concentration: As independent Chair and multi-committee member, workload is significant; however, attendance across the Board was ≥75% and committee meeting cadence is transparent.

• Compensation structure changes (signal)

  • 2025 increases in director cash retainer ($60k→$80k) and equity target ($185k→$200k) indicate modest upward pressure on guaranteed and equity pay; still within common market practice for mid-cap semis.

• Overall view: Strong governance architecture and alignment policies with a notable shareholder signal in 2024 vote results for Kissner; recommend monitoring investor feedback and board refresh dynamics ahead of future elections.