Luc Seraphin
RAMBUSAbout Luc Seraphin
Luc Seraphin, 61, is President and Chief Executive Officer of Rambus Inc. and a director since 2018. He previously led the Memory and Interface Division, and served as SVP Worldwide Sales and Operations; earlier roles include senior positions at NEC, AT&T Bell Labs/Lucent/Agere (culminating as EVP & GM of the Wireless BU), a GPS startup (GM) and Sequans Communications (VP Worldwide Sales & Support). He holds a BSc in Mathematics & Physics, an MS in Electrical Engineering (Ecole Supérieure de Chimie, Physique, Electronique – Lyon), an MBA (University of Hartford), and has completed Columbia’s senior executive program and the Stanford Directors’ Consortium . Rambus’ 2024 Corporate Incentive Plan (CIP) was funded at 94.8% on pro-forma operating income (target $276.2M; actual $263.3M), and approximately 91% of CEO total target compensation was performance-based in 2024, evidencing strong pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rambus Inc. | SVP & GM, Memory and Interface Division | Not disclosed | Led development of innovative memory architectures and high-speed serial link solutions |
| Rambus Inc. | SVP, Worldwide Sales & Operations | Not disclosed | Oversaw sales, business development, customer support and operations across business units |
| Agere Systems (Lucent/AT&T Bell Labs lineage) | EVP & GM, Wireless Business Unit | 18 years at Agere | Senior roles across sales, marketing, general management; culminated as EVP & GM of Wireless BU |
| NEC | Field Application Engineer | Not disclosed | Early-career technical and customer-facing role |
| GPS startup (Switzerland) | General Manager | Not disclosed | General management of startup operations |
| Sequans Communications | VP, Worldwide Sales & Support | Not disclosed | Led global sales and support |
External Roles
No other public company directorships for Mr. Seraphin are disclosed in the company’s proxy biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 597,917 | 625,000 | 687,500 |
| Stock Awards ($) | 5,857,203 | 7,190,089 | 5,737,849 |
| Non-Equity Incentive ($) | 663,000 | 595,400 | 729,960 |
| All Other Compensation ($) | 12,354 | 13,104 | 13,422 |
| Total ($) | 7,130,474 | 8,423,593 | 7,168,732 |
- 2024 base salary: $700,000 (effective 4/1/2024), up 7.7% from 2023; 2024 CEO CIP target increased to 110% of base ($770,000) from 100% in 2023 .
- Effective April 1, 2025: base salary $735,000; target bonus $882,000 .
Performance Compensation
Annual Incentive (CIP)
| Item | Detail |
|---|---|
| Performance metric | Pro-forma Operating Income (adjusted for Customer Licensing Income) |
| 2024 Target | $276.2 million |
| 2024 Actual | $263.3 million |
| 2024 Funding | 94.8% |
| CEO 2024 CIP Target | $770,000 (110% of $700,000 base) |
| CEO 2024 Actual Payout | $729,960; 104.3% of base salary |
Long-Term Incentives (LTI)
| Grant Type | Grant Date | Shares/Target | Vesting / Performance | Grant Date Fair Value |
|---|---|---|---|---|
| PSUs (relative TSR) | 4/1/2024 | 57,849 target | 3-year performance period; vests on 4/1/2027; payout 0–200% vs SOX semiconductor index minus equipment companies; 100% cap if TSR negative | $3,337,887 |
| RSUs (time-based) | 4/1/2024 | 38,566 | Four equal annual installments beginning 4/1/2025 | $2,399,962 |
- 2024 LTI mix: CEO 60% PSUs / 40% RSUs; other NEOs 50%/50% .
- Company did not grant stock options in 2024 and has never granted SARs under current program .
- PSUs granted in 2022 concluded on 12/31/2024; 191,548 of Mr. Seraphin’s PSUs vested upon achievement of performance criteria .
Equity Ownership & Alignment
Beneficial Ownership
| As of | Shares Beneficially Owned | Equity Awards Exercisable/Issuable in 60 days | % of Class |
|---|---|---|---|
| 3/3/2023 | 379,653 | 4,474 | <1% |
| 2/28/2024 | 319,755 | — | <1% |
| 2/26/2025 | 326,931 | — | <1% |
- Stock ownership guidelines: CEO 4x base salary; other execs 2x; directors 3x annual cash compensation; 50% of qualifying holdings must be in issued and outstanding common stock; as of 12/31/2024, all NEOs/directors comply or are within the phase-in period .
- Hedging and pledging of Rambus securities are prohibited for directors/executives .
Outstanding Equity Awards (as of 12/31/2024)
| Award | Unvested/Unearned Units | Notes |
|---|---|---|
| RSUs (4/1/2024 grant) | 38,566 | Vests in four equal annual installments beginning 4/1/2025 |
| RSUs (2/1/2023 grant) | 35,936 | Vests in four equal annual installments beginning 2/1/2024 |
| RSUs (2/1/2022 grant) | 33,254 | Vests in four equal annual installments beginning 2/1/2023 |
| RSUs (2/1/2021 grant) | 18,442 | Vests in four equal annual installments beginning 2/1/2022 |
| PSUs (tranche A – target) | 99,765 | Unearned; vests based on relative TSR at target if achieved |
| PSUs (tranche B – target) | 71,872 | Unearned; vests based on relative TSR at target if achieved |
| PSUs (4/1/2024 – target) | 57,849 | 3-year relative TSR, vest on/around 4/1/2027 |
Employment Terms
Employment Agreement
| Term | Detail |
|---|---|
| At-will; initial term and renewals | Employment agreement entered in 2018 with initial three-year term expiring 10/25/2021; automatic one-year extensions thereafter unless either party provides 90 days’ notice; no notice given in 2023 or 2024 |
| Current cash comp terms | Salary effective 4/1/2025: $735,000; target bonus: $882,000 |
| Equity eligibility | Eligible for additional equity awards at Board/Compensation Committee discretion |
Severance and Change-in-Control (CIC)
| Scenario | Cash Severance | COBRA | Equity Treatment | CIC Window |
|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC window) | Lump sum 100% of base salary + 100% target bonus | Up to 12 months | 12 months additional vesting of time-based awards; performance-based awards excluded if metrics not achieved by termination date | n/a |
| Termination without Cause / Good Reason (within 3 months before or 24 months after CIC) | Lump sum 200% of base salary + 200% target bonus | Up to 18 months | 100% vesting of then-outstanding unvested equity; performance awards vest at target | -3 months to +24 months |
Potential Payments (assuming qualifying termination on 12/31/2024)
| Scenario | Salary ($) | Bonus ($) | Equity ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| No Change in Control | 700,000 | 770,000 | 18,959,550 | 27,745 | 20,457,295 |
| Change in Control | 1,400,000 | 1,540,000 | 20,348,165 | 41,617 | 23,329,782 |
Additional provisions: payments subject to release of claims and compliance with non-compete, non-solicit, and non-disparagement; 280G best-net after-tax cutback applies .
Board Governance
- Board service: Mr. Seraphin has served as a director since 2018 and is the CEO .
- Leadership structure: Corporate Governance Guidelines require that the Chairperson of the Board not be the CEO; the Chair is an independent, non-executive director .
- Compensation and Human Resources Committee: Members are Eric Stang (Chair), Steven Laub, and Necip Sayiner, who recommended inclusion of the CD&A in the proxy .
- Board diversity snapshot: 7 directors; 2 female, 5 male as of 12/31/2024 .
- Independence and practices: The company highlights six of seven directors as independent in 2023, an independent Chair, robust ownership guidelines, hedging/pledging prohibitions, clawback policy, and prohibition on option repricing .
Director Service History and Dual-Role Implications
- Board tenure: Director since 2018 .
- Committee roles: No committee memberships for the CEO are disclosed; compensation oversight rests with independent Compensation and Human Resources Committee members .
- Dual-role implications: Separation of Chair and CEO mitigates CEO-chair concentration risk; independent chair provides governance counterbalance to CEO directorship .
Compensation Structure Analysis
- Mix and leverage: Approximately 91% of CEO total target compensation in 2024 was performance-based; LTI is PSU-heavy (60% CEO) with relative TSR as the metric, aligning pay with shareholder outcomes .
- Annual incentive rigor: 2024 CIP tied to pro-forma operating income (adjusted for licensing billings) with 0–200% funding scale; actual funding at 94.8% indicates calibration near but below target .
- Shift away from options: No stock options granted in 2024; current program uses RSUs and PSUs only, lowering risk of option repricing and emphasizing retention and TSR-driven outperformance .
- Consultant and discretion: Farient serves as independent compensation advisor; company retained discretion on bonus determination but did not apply individual discretion for NEOs in 2024 .
Policies, Clawback, Hedging/Pledging, Ownership Guidelines
- Clawback: Compensation Recovery Policy adopted July 2023 to comply with SEC/Nasdaq; additional recoupment rights in cases of fraud-related restatements .
- Hedging/Pledging: Prohibited for directors, officers, and employees .
- Ownership guidelines: CEO 4x base salary; compliance by 7/30/2025 for legacy appointees; as of 12/31/2024 all NEOs/directors compliant or within phase-in .
Equity Vesting Cadence and Potential Selling Pressure
- Time-based RSUs vest annually each April 1 (for 2024 grant) and on prior February 1 schedules for earlier grants, creating predictable vesting dates that may coincide with insider sales under trading plans, subject to company policies .
- PSUs have cliff vesting at end of performance period (e.g., April 1, 2027 for 2024 grant), with 0–200% payout and a cap if TSR is negative .
Performance & Track Record Signals
- 2024 CIP: Achieved 94.8% of target funding on pro-forma operating income; CEO payout $729,960 (104.3% of base salary), consistent with formula outcomes .
- PSU outcomes: PSUs granted in 2022 vested based on performance as of 12/31/2024, with 191,548 CEO PSUs vesting, indicating realized value creation on long-term metrics .
- Historical: In 2018, say-on-pay received more votes against than for (38.6M for; 42.5M against), a prior governance flag; subsequent disclosures emphasize strengthened practices (independent chair, ownership guidelines, clawback) .
Compensation Peer Group (2024)
Adeia (ADEA), Allegro MicroSystems (ALGM), Ambarella (AMBA), Cirrus Logic (CRUS), Impinj (PI), InterDigital (IDCC), Lattice Semi (LSCC), MACOM (MTSI), MaxLinear (MXL), Monolithic Power (MPWR), NetScout (NTCT), Power Integrations (POWI), Semtech (SMTC), Silicon Labs (SLAB), SiTime (SITM), Synaptics (SYNA), Universal Display (OLED), Xperi (XPER) .
Employment & Contracts (Additional Notes)
- Agreement auto-renewal: Automatically extends annually absent 90 days’ notice; CEO remains at-will .
- 280G treatment: Best-net after-tax cutback or full payment whichever yields higher after-tax value .
- Non-compete/Non-solicit/Non-disparagement: Compliance required as condition to severance .
Say-on-Pay & Shareholder Feedback
- 2018 advisory vote on executive pay failed (for: 38,569,905; against: 42,546,517), prompting ongoing governance enhancements .
- 2025 proxy again seeks annual advisory vote; Board recommends “FOR” .
Investment Implications
- Strong alignment: High share of at-risk pay (91%), TSR-based PSUs (60% of CEO LTI), and ownership/hedging policies support alignment with shareholders .
- Event protection/retention: Robust double-trigger CIC protections (2x salary+bonus, full vesting) and auto-renewing agreement reduce CEO retention risk but create sizable potential CIC payouts ($23.33M modeled) .
- Near-term flows: Annual RSU vests (April 1) and PSU cliffs (e.g., 2027) define supply overhang windows; monitor 10b5-1 activity around these dates and PSU trajectory vs SOX peers .
- Governance trajectory: Independent chair and updated clawback mitigate prior concerns (e.g., 2018 say-on-pay result); compensation overseen by independent committee .