Meera Rao
RAMBUSAbout Meera Rao
Independent director since August 2019 (age 64), currently Chair of the Audit Committee and member of the Cyber Risk Committee. Former CFO and senior finance executive across multiple semiconductor and tech companies; MBA from the University of Rochester. The Board has determined she is independent under Nasdaq/SEC rules, and she attended at least 75% of Board and committee meetings in 2024; the Board met seven times, the Audit Committee met 12 times, and the Cyber Risk Committee met four times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monolithic Power Systems | Chief Financial Officer | Jan 2011 – Mar 2016 | Led finance; preceded by VP Finance Jan 2009 – Dec 2010 |
| Integration Associates Inc. | Executive role | 2004 – 2006 | Semiconductor technology operations |
| Atrica | Executive role | 2002 – 2003 | Optical networking operations |
| Raza Foundries | Executive role | 2000 – 2002 | Semiconductor ventures operations |
| NVIDIA | Finance role | Feb 1998 – May 1999 | Semiconductor graphics operations |
| AMD | Finance/operations roles | 1988 – 1998 | Semiconductors; long-tenured finance/ops |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Impinj, Inc. | Director | Current | Chair, Audit Committee; Member, Nominating & Corporate Governance Committee |
Board Governance
- Independence: The Board determined Rao is independent; all committees are composed of independent directors .
- Committee assignments: Audit Committee (Chair); Cyber Risk Committee (Member) .
- Attendance: Each director attended ≥75% of Board/committee meetings; Board held 7 meetings in 2024; Audit Committee 12; Cyber Risk 4 .
- Financial expertise: The Board determined all Audit Committee members (including Rao) are “audit committee financial experts” and financially sophisticated under Nasdaq rules .
- Board leadership/executive sessions: Non-executive Chair structure; independent director executive sessions held in conjunction with regular meetings .
- Related party transactions: None disclosed; annual questionnaires support independence review .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard independent director annual retainer |
| Audit Committee Chair retainer | $12,500 | Additional cash for Audit Chair |
| Total cash fees earned | $72,500 | As reported in 2024 director compensation table |
| 2025 approved changes (effective 4/1/2025) | $80,000 (base); $15,000 (Audit Chair) | Board-approved increases |
Performance Compensation (Equity Awards – 2024)
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Annual equity grant) | Apr 1, 2024 | 2,972 | $184,948 (at $62.23/sh) | Vests in full after one year; pro rata vest if departure | None; time-based only |
- No options granted to outside directors after July 30, 2020; legacy initial option of 40,000 shares applied to directors joining before that date (Rao joined Aug 2019) with standard four-year vesting schedule .
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|---|
| Impinj, Inc. | RFID semiconductors & software | Rao serves as Director; Audit Chair | No related-party transactions disclosed by RMBS; no shared directorships with RMBS directors disclosed . |
Expertise & Qualifications
- Semiconductor/technology finance executive with CFO experience; deep operations and finance background across leading chip companies .
- Audit committee financial expert; financial sophistication per Nasdaq; strong fit for Audit Chair role .
- MBA, University of Rochester; extensive global tech sector tenure .
Equity Ownership
| Holder | Shares Beneficially Owned | Equity Awards Exercisable/Issuable (60 days) | Ownership % | Notes |
|---|---|---|---|---|
| Meera Rao | 29,090 | 40,000 | <1% | As of Feb 26, 2025; RMBS total shares outstanding 107,445,874 |
- Hedging and pledging: Prohibited for directors under Code and Insider Trading Policy .
- Stock ownership guidelines: Directors must hold 3x annual cash compensation; all directors in compliance or within phase-in period as of Dec 31, 2024 .
Governance Assessment
- Strengths:
- Independent director with audit chair leadership and recognized financial expertise; Audit Committee met 12 times in 2024, indicating strong oversight cadence .
- High attendance (≥75% across Board/committees) and robust independence processes; no related-party transactions disclosed .
- Director equity aligns interests; stock ownership guidelines enforced; hedging/pledging banned .
- RMBS say‑on‑pay support strong (97% in 2024), signaling positive investor sentiment toward compensation governance .
- Watch items / potential red flags:
- Dual audit leadership workload: Audit Chair at RMBS and Impinj may raise time-commitment considerations; however, no conflicts or attendance issues disclosed .
- Increase in director cash/equity retainer effective April 1, 2025 (base to $80k; equity to $200k) warrants monitoring for pay inflation, though bounded by director compensation limits and peer benchmarking via Farient .
Compensation Structure Notes
- Director compensation plan emphasizes cash retainer plus annual RSUs; no meeting fees; committee chair premia applied (Audit $12,500 in 2024; $15,000 from Apr 2025) .
- Annual director equity grant targets ~$185,000 FV in 2024 (moves to $200,000 in 2025); vest one year; pro rata vesting on departure .
- Consultant independence: Farient Advisors retained; independence assessed; used for peer benchmarking and director pay reviews .
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑pay approval 97% in 2024; program aligns with performance via pro‑forma operating income and TSR metrics for executives; indicates broader governance support .
Compensation Committee Analysis (Context)
- Committee is fully independent; met 13 times in 2024; uses Farient; reviews risks, ownership guidelines, clawbacks; no interlocks or insider participation disclosed .
Notes on Change‑of‑Control and Clawbacks (Context)
- Clawback policy adopted July 2023 compliant with SEC/Nasdaq; directors prohibited from hedging/pledging; equity acceleration provisions apply under plans in change of control scenarios .
Overall, Meera Rao’s profile as an experienced semiconductor CFO and audit committee financial expert, coupled with independence, attendance, and alignment through equity ownership guidelines, supports investor confidence in RMBS’s audit oversight. No related‑party transactions or hedging/pledging activity are disclosed; compensation structure for directors is standard, with forthcoming 2025 retainer increases to monitor relative to peers .