John Shinn
RAMBUSAbout John Shinn
John Shinn is Senior Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer of Rambus, serving in this role since February 2021. He is 56 years old, holds a J.D. from Santa Clara University and a bachelor’s degree in American and European History from Stanford University, and is a member of the State Bar of California . Company performance metrics tied to his incentive pay include pro‑forma operating income for annual cash incentives (target $276.2M vs. actual $263.3M in 2024, funding 94.8%) and relative TSR-based PSUs with three-year performance periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rambus Inc. | VP, Deputy General Counsel | Oct 2016 – Feb 2021 | Prepared succession into GC role; led commercial, corporate legal functions |
| Toptal, LLC | Vice President & General Counsel | Feb 2016 – Oct 2016 | Led full corporate legal function for global remote talent platform |
| Tanium, Inc. | Vice President of Legal | Feb 2015 – Jan 2016 | Led licensing, partnerships, employment, sales comp and corporate legal matters |
| Brocade Communication Systems, Inc. | Sr. Director of Legal, Commercial Transactions | Prior to Feb 2015 | Led commercial transactions for networking vendor |
| Wilson Sonsini Goodrich & Rosati | Attorney (Technology Transactions / M&A) | Earlier career | Advised high-tech/emerging growth companies |
| IP & Securities Litigation firm (San Jose) | Litigation Attorney | Earliest role | Litigation experience in IP and securities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State Bar of California | Member | Ongoing | Professional licensure |
Fixed Compensation
Multi‑year total compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $347,917 | $380,208 | $407,500 |
| Bonus | — | — | — |
| Stock Awards (Grant‑date fair value) | $657,509 | $989,137 | $770,790 |
| Non‑Equity Incentive Plan Compensation | $192,500 | $183,200 | $194,340 |
| All Other Compensation | $12,194 | $13,104 | $13,422 |
| Total | $1,210,120 | $1,565,649 | $1,386,052 |
Additional fixed pay terms (current):
- Base salary effective April 1, 2025: $420,000; target bonus opportunity: $210,000 .
Performance Compensation
Annual CIP (cash incentive) design and outcomes:
| Program | Metric | Weighting | Target | Actual | Payout/Funding | Vesting |
|---|---|---|---|---|---|---|
| 2024 CIP | Pro‑forma Operating Income | 100% | $276.2M | $263.3M | Funding 94.8% ; Shinn payout $194,340 (47.4% of base; target $205,000) | Cash in year earned |
| 2023 CIP | Pro‑forma Operating Income | 100% | $274.5M | $251.9M | Funding 91.6% ; Shinn payout $183,200 (45.8% of base; target $200,000) | Cash in year earned |
Long-term equity incentives (PSUs/RSUs):
| Program | Metric/Design | Weighting | Target | Payout Curve | Vesting |
|---|---|---|---|---|---|
| 2024 PSUs | Relative TSR vs. SOX Semiconductor Index minus equipment companies | 100% | Median (0%) | Max: ≥ +25% → 200%; Target: 0% → 100%; Threshold: −15% → 25%; <−15% → 0% | Eligible to vest Apr 1, 2027 (or next trading day); double‑trigger acceleration on CoC; negative TSR cap at 100% |
| 2024 RSUs | Time-based RSUs | — | — | — | Granted Apr 1, 2024; vest 25% annually starting Apr 1, 2025 |
| 2023 PSUs | Relative TSR (same benchmark) | 100% | Median (0%) | Max: ≥ +25% → 200%; Target: 0% → 100%; Threshold: −15% → 25%; negative TSR cap 100% | Eligible to vest Feb 1, 2026 (or next trading day); double‑trigger acceleration |
Grants (share counts):
| Metric | 2023 | 2024 |
|---|---|---|
| PSUs at Target (shares) | 8,638 | 6,427 |
| RSUs (shares) | 8,638 | 6,427 |
PSU vesting achievements (prior cycle):
- 2022 PSU cycle ended Dec 31, 2024; Shinn PSUs vested: 18,777 shares (achievement based on relative TSR design) .
Equity Ownership & Alignment
Beneficial ownership and guidelines:
- Beneficial ownership: 28,455 shares; less than 1% of outstanding (107,445,874 shares as of Feb 26, 2025) .
- Stock ownership guidelines: Other executive officers must hold 2× base salary; hedging and pledging of company stock prohibited; all NEOs compliant or within phase‑in period as of Dec 31, 2024 .
Outstanding unvested awards as of Dec 31, 2024 (market value uses $52.86 close):
| Award | Units Unvested | Market Value ($) | Vesting Detail |
|---|---|---|---|
| RSUs (granted Apr 1, 2024) | 6,427 | $339,731 | Four equal annual installments starting Apr 1, 2025 |
| RSUs (granted Feb 1, 2023) | 6,478 | $342,427 | Four equal annual installments starting Feb 1, 2024 |
| RSUs (granted Feb 1, 2022) | 4,890 | $258,485 | Four equal annual installments starting Feb 1, 2023 |
| RSUs (granted Feb 1, 2021) | 2,833 | $149,752 | Four equal annual installments starting Feb 1, 2022 |
| RSUs (granted Feb 19, 2021) | — | — | Four equal annual installments starting Feb 1, 2022 |
| Unearned PSUs (2022 cycle) | 9,780 | $516,971 | 3‑year TSR program (vested based on achievement) |
| Unearned PSUs (2023 cycle) | 8,638 | $456,605 | Eligible to vest Feb 1, 2026 (TSR‑based) |
| Unearned PSUs (2024 cycle) | 6,427 | $339,731 | Eligible to vest Apr 1, 2027 (TSR‑based) |
Insider trading plans (potential selling pressure):
- Adopted Rule 10b5‑1 plan on Dec 13, 2024 to sell up to 41,764 shares through Dec 13, 2025 .
- Prior Rule 10b5‑1 plan adopted Dec 7, 2023 to sell up to 42,444 shares through Dec 7, 2024 .
Employment Terms
- Appointment: Senior Vice President, General Counsel and Secretary in 2021 .
- Current pay terms: Base salary (effective Apr 1, 2025) $420,000; target bonus $210,000; annual CIP target set at 50% of base salary for 2024 .
- Change‑of‑control severance (double trigger, applies to NEOs other than CEO): If terminated without Cause or for Good Reason from 3 months before to 12 months after a CoC, lump‑sum cash equal to 100% of base salary plus 100% of target bonus; 100% vesting of unvested equity awards (performance awards at target); up to 12 months COBRA reimbursement .
- Illustrative potential payments upon qualifying termination (Dec 31, 2024): Salary $410,000; Bonus $205,000; Equity $2,500,627; Benefits $41,503; Total $3,157,130 .
- Clawback: Compensation Recovery Policy adopted July 2023 compliant with SEC/Nasdaq; committee retains rights to reduce/withhold and pursue recovery in fraud‑related restatements .
- Governance practices: No tax gross‑ups; double‑trigger acceleration only; option repricing prohibited under 2015 Plan .
Investment Implications
- Alignment: Strong equity emphasis with 50/50 RSU/PSU mix and explicit ownership guidelines; hedging/pledging prohibited, and clawback in place—reduces misalignment risk and supports long‑term incentives .
- Retention and CoC economics: Double‑trigger severance at 1× salary + 1× target bonus plus full equity acceleration at target if CoC termination occurs; potential payout value for Shinn ~$3.16M at 12/31/2024—adequate retention but not excessive .
- Selling pressure: Active 10b5‑1 programs authorize up to ~41.8K shares (2024 plan) over one year for Shinn, which may create periodic, programmatic supply, especially around RSU vest dates .
- Performance linkage: Annual cash incentives tied to pro‑forma operating income and PSUs tied to relative TSR; 2024 CIP funded at 94.8% (near target), indicating payouts remain sensitive to fundamentals and market performance .