Desmond Lynch
RAMBUSAbout Desmond Lynch
Senior Vice President, Finance and Chief Financial Officer at Rambus (RMBS) since August 1, 2022; age 43 at appointment. He holds a BAcc in Accounting and Finance from the University of Glasgow and is a Chartered Accountant (ICAS). Prior finance leadership roles include VP Finance at Knowles (2019–2020), VP Finance/Senior Director FP&A at Renesas/IDT (2016–2019), and Director FP&A at Atmel (2010–2016); he served as VP Finance at Rambus since 2020 before becoming CFO . Company-level performance context under his tenure: 2024 pro-forma operating income was $261.9M and net income $179.8M; cumulative TSR (value of a fixed $100 investment) stood at $383.74 for 2024 (peer group $491.01) . 2024 CIP funding target was $276.2M vs actual $263.3M (94.8% funding), with Rambus citing end-customer demand fluctuations and limited growth in high-margin patent licensing revenue .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rambus Inc. | Vice President, Finance | 2020–2022 | Led financial planning and investor relations |
| Rambus Inc. | SVP Finance & CFO | 2022–present | Overall financial direction of the company |
| Knowles Corporation | Vice President, Finance | 2019–2020 | Finance leadership at audio solutions company |
| Renesas/Integrated Device Technology | VP Finance/Senior Director, FP&A | 2016–2019 | Head of U.S. finance; FP&A leadership |
| Atmel Corporation | Director, FP&A | 2010–2016 | Financial planning and analysis leadership |
External Roles
No external public company board roles disclosed in the CFO appointment 8-K or recent proxy statements .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (effective 4/1/2025) |
|---|---|---|---|---|
| Base Salary ($) | $350,000 | $425,000 | $435,000 | $460,000 |
| Target Bonus % of Salary | 75% | 75% | 75% | — (not stated) |
| Target Bonus ($) | $262,500 | $318,750 | $326,250 | $345,000 |
Performance Compensation
Annual Cash Incentive (CIP) – 2024
| Metric | CIP Target | Actual | Company Funding | Lynch Target ($) | Lynch Payout ($) |
|---|---|---|---|---|---|
| Pro-forma Operating Income | $276.2M | $263.3M | 94.8% | $326,250 | $309,285 |
- CIP design: Based on pro-forma operating income (GAAP operating income adjusted for stock-based comp, amortization, acquisition-related items, retention/restructuring/impairment, non-cash interest, certain one-time items, and adjusted for Licensing Billings/Customer Licensing Income), with funding from 0–200% and maximum at $552.4M .
- Lynch’s 2024 individual payout equaled 71.1% of base salary; table shows OP Funding 100%, with payout equal to target amounts as allocated .
Long-Term Equity Incentives – Design
| Element | Weighting | Design |
|---|---|---|
| RSUs | 50% of LTI for NEOs | Four-year ratable vesting; annual grants on first trading day of April |
| PSUs (Relative TSR) | 50% of LTI for NEOs | 3-year performance vs SOX semiconductor index excluding equipment companies; payout 0–200%; capped at 100% if TSR is negative; vest eligible April 1, 2027 |
Relative TSR payout schedule for PSUs:
| Performance Level | TSR Spread vs Median (SOX minus equipment) | Payout (% of Target) |
|---|---|---|
| Max | ≥ +25% | 200% |
| Target | 0% | 100% |
| Threshold | -15% | 25% |
| < Threshold | < -15% | 0% |
2024 Equity Awards to Lynch
| Grant Date | Type | Target/Units | Grant Date Fair Value ($) |
|---|---|---|---|
| 4/1/2024 | PSUs | 13,659 shares (target) | $788,124 |
| 4/1/2024 | RSUs | 13,659 units | $850,000 |
Historical PSU performance (granted 2022, 3-year period ending 12/31/2024): Company’s TSR was 23 percentage points above median; payout 192% of target; Lynch vested 39,072 shares from 20,350 target PSUs .
CIP Payouts (history)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Lynch CIP Payout ($) | $228,380 | $291,975 | $309,285 |
| Company CIP Target/Actual/Funding | $231.9M / $256.2M / 110.5% | — | $276.2M / $263.3M / 94.8% |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 26, 2025)
| Name | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Desmond Lynch | 66,321 | <1% (107,445,874 shares outstanding) |
Stock Ownership Guidelines and Policies
- Executives must hold 2x base salary; directors 3x annual cash comp; 50% of outstanding RSUs count; options and unvested PSUs do not. As of Dec 31, 2024, all NEOs/directors are compliant or within phase-in period .
- Hedging prohibited (shorts, puts/calls); pledging prohibited for directors and executive officers .
- Equity grant policy revised April 2024; annual awards on first trading day of April; awards consist of RSUs and PSUs; no options granted in 2024 and no SARs ever .
Outstanding Awards and Vesting Schedules (as of Dec 31, 2024; price $52.86/share)
| Grant | Units Unvested | Market Value ($) | Vesting Start/Notes |
|---|---|---|---|
| RSUs (4/1/2024) | 13,659 | $722,015 | Vest in 4 equal annual installments beginning 4/1/2025 |
| RSUs (2/1/2023) | 12,957 | $684,907 | Vest in 4 equal annual installments beginning 2/1/2024 |
| RSUs (2/1/2022) | 4,400 | $232,584 | Vest in 4 equal annual installments beginning 2/1/2023 |
| RSUs (9/1/2022) | 10,174 | $537,798 | Vest in 4 equal annual installments beginning 9/1/2023 |
| RSUs (2/1/2021) | 2,941 | $155,461 | Vest in 4 equal annual installments beginning 2/1/2022 |
| PSUs (2022 grant) | 20,350 target | $1,075,701 | Performance period ended 12/31/2024; certified payout 39,072 shares (192%) |
| PSUs (2023 grant) | 17,277 target | $913,262 | 3-year period per design |
| PSUs (2024 grant) | 13,659 target | $722,015 | Eligible vest 4/1/2027 (subject to performance) |
2024 Vested Stock – Value Realized
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| Desmond Lynch | 19,051 | $1,135,279 |
Employment Terms
Change-of-Control Severance Agreements (NEOs)
| Term | Lynch Provision |
|---|---|
| Trigger window | Termination without Cause or for Good Reason during 3 months before to 12 months after change of control |
| Cash severance | 100% of annual base salary (at termination or pre-CoC level, if greater) |
| Target bonus | 100% of target bonus for year of termination (at termination or pre-CoC level, if greater) |
| Equity | 100% vesting of all then-outstanding unvested equity; performance awards vest at target |
| Benefits | COBRA premium reimbursement for up to 12 months |
| Agreement term | Initial 3-year term; auto-renews for 1-year terms unless 90 days’ notice |
| Structure | Double-trigger (requires qualifying termination) |
Estimated potential payments for Lynch assuming a qualifying termination on 12/31/2024: Salary $435,000; Bonus $326,250; Equity $4,257,979; Benefits $989; Total $5,020,218 .
Additional Governance and Policy Provisions
- Clawback policy adopted July 2023 per SEC/Nasdaq; committee retains rights to reduce/withhold future pay and pursue recovery in the event of fraud .
- No tax gross-ups; acceleration of equity generally only on double-trigger post-CoC .
- Standard indemnification agreement for officers .
Investment Implications
- Alignment: Compensation heavily performance-based (CIP tied to pro-forma operating income; LTI 50% PSUs based on relative TSR), with strong ownership guidelines and strict anti-hedging/pledging—positive for shareholder alignment .
- Retention and supply overhang: Significant scheduled RSU tranches through 2027 and outstanding PSUs (2023/2024 cycles) imply periodic vest-driven liquidity; 2024 value realized on vesting was $1.14M—monitor Form 4s for sell-to-cover or discretionary sales near vest dates .
- Change-of-control economics: Double-trigger severance (1x salary + 1x bonus, full equity vesting at target) creates meaningful downside protection; at 12/31/2024, Lynch’s potential equity acceleration was ~$4.26M—consider as a factor in M&A scenarios .
- Pay-for-performance: 2024 CIP funded below target (94.8%) amid demand fluctuations; nonetheless, NEO payouts aligned to targets per plan and governance statements emphasize risk-balanced design—supportive of disciplined execution but sensitive to licensing revenue trends .
- Benchmarking and inflation risk: Peer set spans fabless and semiconductor IP/chip companies; continued shifts toward RSUs (no options in 2024) lower risk for executives but can dilute if share issuance rises—track annual LTI mix and peer group changes .