Emiko Higashi
RAMBUSAbout Emiko Higashi
Emiko Higashi (age 66) has served as an independent director of Rambus since May 2017; she chairs the Corporate Governance/Nominating Committee and sits on the Audit Committee and Corporate Development Committee. She is founder and managing director of Tohmon Capital Partners, with prior senior investment banking roles at Wasserstein Perella (head of technology M&A), Merrill Lynch (global technology M&A), and earlier consulting at McKinsey; she holds a B.A. from International Christian University (Tokyo) and an MBA from Harvard Business School . The Board met seven times in 2024, all members attended at least 75% of Board and committee meetings, and independent director executive sessions are held as policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tohmon Capital Partners (formerly Tomon Partners) | Founder & Managing Director | Since 2003 | Strategy and M&A advisory across technology and healthcare |
| Gilo Ventures | Co‑founder & CEO | 2000–2002 | Technology-focused venture capital leadership |
| Merrill Lynch | Managing Director, Global Tech M&A | 1994–2000 | Led global technology M&A practice |
| Wasserstein Perella & Co. | Founding member; Head of Technology M&A | 1988–1994 | Built tech M&A franchise |
| Lehman Brothers | Investment Banking | 1985–1988 | IB associate/VP roles |
| McKinsey & Co. (Tokyo) | Consultant | ~2 years (pre-1985) | Strategy consulting |
External Roles
| Organization | Listing | Role | Committees |
|---|---|---|---|
| One Equity Partners Open Water I Corp | NYSE (OEPW.U) | Director | Audit; Chair of Compensation; Chair of Nomination |
| Takeda Pharmaceutical Company Ltd. | TSE/NYSE | Director | Compensation Committee; Audit Supervisory Committee |
| KLA Inc. | Nasdaq | Director | Audit Committee |
| InvenSense, Inc. | Prior public | Director (ended May 2017) | — |
Board Governance
- Committee assignments: Chair, Corporate Governance/Nominating; Member, Audit; Member, Corporate Development .
- Independence: Board determined Higashi and a majority of directors are independent under Nasdaq/SEC rules; all five standing committees are composed solely of independent directors .
- Attendance and engagement: Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 virtual annual meeting .
- Committee activity in 2024: Audit (12 meetings); Compensation & HR (13); Corporate Governance/Nominating (5); Corporate Development (6); Cyber Risk (4) .
- Governance policies: Majority voting for directors, independent non-executive Chair, executive sessions for independent directors, risk oversight across committees .
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Fees Earned (Cash) | $67,500 |
| Annual Equity Grant (RSUs) | $184,948 grant date fair value; 2,972 RSUs granted on April 1, 2024 at $62.23 per share |
| Director Annual Cash Retainer | $60,000 for independent directors in 2024; increased to $80,000 effective April 1, 2025 |
| Committee Chair Retainers | Corporate Governance/Nominating Chair: +$7,500; Audit Chair: +$12,500 (to $15,000 from Apr 1, 2025); Compensation Chair: +$10,000; Corporate Development Chair: +$7,500; Cyber Risk Chair: +$7,500 |
| Director Compensation Cap | Annual cash+equity cap $600,000 (to $750,000 from Apr 1, 2025); equity grant cap $300,000 ($500,000 in initial year) |
| Ownership Guidelines | Directors: hold stock equal to 3x annual cash compensation; five-year compliance window; all directors in compliance as of Dec 31, 2024 |
Performance Compensation
| Equity Element | Metric/Terms | Vesting/Change-in-Control |
|---|---|---|
| Annual Director RSUs | Time-based; no performance conditions | Annual grant vests in full after one year; pro‑rata vesting upon Board departure; awards accelerate if not assumed in a change in control; otherwise full acceleration upon involuntary termination post‑CIC |
| Hedging/Pledging Policy | Directors prohibited from hedging Rambus shares and from pledging as collateral | Company-wide policies in Code of Business Conduct and insider trading policy |
| Clawback Policy | Dodd-Frank compliant compensation recovery policy adopted July 2023 | Applies to executive officers; Board retains additional clawback rights in case of fraud-related restatements |
Other Directorships & Interlocks
| Connection | Detail |
|---|---|
| Shared prior board service | Higashi and current RMBS director Eric Stang both served on InvenSense’s board prior to 2017, indicating prior governance familiarity (historical interlock) |
| Related party transactions | None disclosed involving directors or executives for 2024; Board enforces related party review via Audit Committee |
Expertise & Qualifications
- Financial and M&A expertise: 15 years in investment banking leading technology M&A at Wasserstein Perella and Merrill Lynch; founder/operator experience in venture capital and strategy advisory .
- Audit oversight: The Board determined all Audit Committee members (including Higashi) are “audit committee financial experts” and financially sophisticated per Nasdaq rules .
- Industry exposure: Extensive experience across semiconductors and technology; service on KLA board Audit Committee and Takeda oversight committees enhances cross-industry risk and governance acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | Equity Awards Exercisable/Issuable in 60 days | Ownership % | Reference Base |
|---|---|---|---|---|
| Emiko Higashi | 60,658 | 40,000 | <1% | 107,445,874 shares outstanding as of Feb 26, 2025 |
- Stock ownership guidelines: Directors must hold stock worth 3x annual cash compensation; all directors were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and employees .
Insider Trades
| Date | Transaction | Shares | Price | Post-Trade Holdings | Source |
|---|---|---|---|---|---|
| 2023-11-08 | Sale of common stock | 8,000 | $60.00 | 57,686 | http://www.sec.gov/Archives/edgar/data/917273/000091727323000035/xslF345X03/wk-form4_1699564700.xml |
| 2025-08-04 | Sale of common stock | 1,111 | $75.00 | 63,371 | https://www.sec.gov/Archives/edgar/data/917273/000095017025103749/xslF345X05/ownership.xml |
| 2025-08-13 | Sale of common stock | 1,075 | $77.75 | 62,296 | http://openinsider.com/RMBS; https://www.sec.gov/Archives/edgar/data/917273/000131808625000007/xslF345X05/ownership.xml |
Governance Assessment
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Strengths
- Independent director with deep finance/M&A expertise; chairs Corporate Governance/Nominating and contributes to Audit and Corporate Development—positions aligned with board refreshment, oversight, and strategic transactions .
- High governance standards: majority‑independent Board, independent Chair, majority voting policy, robust ownership guidelines, prohibition on hedging/pledging, and Dodd‑Frank‑compliant clawback; no related‑party transactions disclosed .
- Active committees with substantial meeting cadence in 2024 (Audit 12; Comp 13; Governance 5; Corporate Development 6; Cyber 4), with directors meeting attendance ≥75% .
-
Watch items
- Multi‑board commitments (Takeda, KLA, SPAC OEPW) can raise time‑allocation considerations; continued ≥75% attendance mitigates near‑term concern .
- Periodic small open‑market sales in 2023 and 2025 modestly reduce holdings; cadence appears routine and not indicative of hedging or pledging, which are prohibited .
-
Shareholder signaling
- Non‑employee director pay is primarily time‑based RSUs with clear retainer and chair fee structures and annual equity grants; compensation levels and caps are disclosed and benchmarked via an independent consultant to support pay discipline .
- Strong Say‑on‑Pay support (97% in 2024) reflects broader investor confidence in compensation governance, though focused on executives rather than directors .