Eric Stang
RAMBUSAbout Eric Stang
Eric Stang (age 65) has served on the Rambus board since July 2008 and was Chairman from March 2013 to June 2019. He currently chairs the Compensation and Human Resources Committee and serves on the Corporate Governance/Nominating Committee. Stang is Chairman, President, and CEO of Ooma, Inc. (public company), roles he has held since December 2014 (Chairman) and January 2009 (CEO/President). He holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard Business School.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rambus Inc. | Chairman of the Board | Mar 2013 – Jun 2019 | Led board during transition; remains independent director and Comp Committee Chair |
| Ooma, Inc. | Chairman; President & CEO | Chairman since Dec 2014; CEO/President since Jan 2009 | Public-company operator; sets strategy and compensation programs at Ooma |
| Reliant Technologies, Inc. | Director; CEO & President | 2006 – 2008 | Led aesthetic medical technology company |
| Lexar Media, Inc. | CEO & President; Chairman | CEO/President 2001 – 2006; Chairman 2004 – 2006 | Led memory products business; experience licensing semiconductor patents |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ooma, Inc. (NYSE) | Chairman; President & CEO | Chairman since Dec 2014; CEO/President since Jan 2009 | Active public-company executive role |
| InvenSense, Inc. (NYSE, acquired 2017) | Director | Sep 2013 – May 2017 | Former public board service |
| Solta Medical (NASDAQ, acquired) | Director | Dec 2008 – Jan 2014 | Former public board service |
| Various private/non-profit boards | Director | Not disclosed | Service noted but not specified |
Board Governance
- Independence and attendance
- The board determined Stang is independent under Nasdaq/SEC rules; all five board committees are composed solely of independent directors. During 2024, each director attended at least 75% of board and committee meetings of which they were members; the board held 7 meetings in 2024. All directors attended the 2024 annual meeting virtually.
- Committee assignments and activity
- Compensation & Human Resources Committee: Chair (13 meetings in 2024).
- Corporate Governance/Nominating Committee: Member (5 meetings in 2024).
- Executive sessions and leadership
- Independent director executive sessions are held, typically with regular board meetings; the board is led by a non-executive Chair separate from the CEO.
- Related-party and interlocks
- Transactions with related persons: None disclosed. Compensation committee interlocks: None; no Rambus executive served on a board where Stang is an executive, and no committee member has been a Rambus officer.
- Say-on-pay and investor support
- Say-on-pay approval at 2024 AGM exceeded 97%, supporting compensation oversight; annual say-on-pay will continue in 2025.
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non-employee director retainer for 2024 (increasing to $80,000 from Apr 1, 2025) |
| Committee chair fee (Comp & HR) | $10,000 | Paid to Compensation and Human Resources Committee Chair |
| Meeting fees | $0 | Not disclosed as separate meeting fees in program |
| Total cash fees earned (Stang) | $70,000 | As reported for 2024 director compensation |
Performance Compensation
| Component | Grant details | Value/Amount | Vesting / Metrics |
|---|---|---|---|
| Annual RSU grant (director) | Granted Apr 1, 2024 (2,972 RSUs) | $184,948 | Vests in full after one year; pro rata vest if service ends before vest date |
Performance metrics overseen as Compensation Chair (context for governance and pay-for-performance):
-
Corporate Incentive Plan (CIP) – 2024 funding based on pro-forma operating income:
Metric Target Actual Funding Pro-forma Operating Income $276.2 million $263.3 million 94.8% -
PSU program design and recent outcome (NEO plan Stang oversees):
PSU Feature 2024 Design 2022 Cycle Outcome Performance measure Relative TSR vs. SOX semiconductor index minus equipment companies; 3-year period; threshold -15% = 25% payout; target at median = 100%; max ≥ +25% = 200%; 100% cap if absolute TSR negative 2022 grants paid at 192% based on a +23 percentage point spread above median -
Compensation consultant and peer group:
- Farient Advisors served as independent consultant; no conflicts identified. 2024 compensation peer group spans semiconductor, software, and licensing companies (e.g., LSCC, POWI, SLAB, SYNA, OLED, etc.).
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict note |
|---|---|---|
| Ooma, Inc. | Chairman; President & CEO | No related-party transactions with Rambus disclosed; no compensation committee interlocks disclosed. |
| InvenSense, Inc. | Former Director | Prior service only. |
| Solta Medical | Former Director | Prior service only. |
Expertise & Qualifications
- CEO/operator experience across technology and memory products; licensing semiconductor patents; extensive leadership tenure.
- Education: A.B. in Economics (Stanford); M.B.A. (Harvard Business School).
- Board roles across public, private, and non-profit organizations.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Eric Stang | 33,047 | <1% | Includes 30,075 shares held in trust where he is trustee; no equity awards exercisable/issuable within 60 days disclosed |
| Shares outstanding (reference) | 107,445,874 | — | As of Feb 26, 2025 (record date) |
Ownership alignment and policies:
- Director stock ownership guideline: 3x annual cash compensation; all directors in compliance or within phase-in as of Dec 31, 2024.
- Hedging and pledging of Rambus shares are prohibited for directors.
Governance Assessment
- Positives
- Independent director with deep operator experience; chairs Compensation & HR Committee with robust activity (13 meetings in 2024). Independent consultant (Farient) engaged; a clear, performance-linked program with relative TSR PSUs and objective CIP funding. High say-on-pay support (97%+) indicates investor alignment. No related-party transactions; strong policies against hedging/pledging and a clawback policy compliant with Dodd-Frank/NYSE-Nasdaq rules.
- Watch items
- Stang simultaneously serves as Chairman/CEO of Ooma (public company). While no interlocks or related-party transactions are disclosed, sustained monitoring of bandwidth and potential ecosystem overlaps is prudent for board effectiveness. Attendance met the company’s threshold (≥75%) in 2024.
- RED FLAGS
- None disclosed regarding related-party transactions, equity award repricing, tax gross-ups, hedging/pledging, or low say-on-pay results. The 2015 Plan prohibits repricing of underwater options.