Necip Sayiner
RAMBUSAbout Necip Sayiner
Dr. Necip Sayiner, age 59, has served as an independent director of Rambus since October 2019. He is Chair of the Corporate Development Committee and a member of the Compensation and Human Resources Committee. Previously EVP of Renesas Electronics (2017–2019), CEO/Director of Intersil (2013–2017), and CEO/Director of Silicon Laboratories (2005–2012); he holds a Ph.D. in Electrical Engineering (University of Pennsylvania), an M.S. in Engineering (Southern Illinois University), and B.S. degrees in Electrical & Electronics Engineering and Physics (Bosphorus University). His background includes service as Chairman (2015–2016) and Vice Chairman (2014–2015) of the Semiconductor Industry Association (SIA) and deep operating and M&A expertise in semiconductors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renesas Electronics Corporation | Executive Vice President | Feb 2017 – Mar 2019 | Senior operating leadership |
| Renesas Electronics America | President | Jul 2017 – Mar 2019 | U.S. leadership |
| Intersil Corporation | President, CEO, Director | Mar 2013 – Feb 2017 (acquired by Renesas Feb 2017) | Led revenue growth and profitability; executed sale to Renesas |
| Silicon Laboratories | President, CEO, Director | Sep 2005 – Apr 2012 | Grew fabless mixed-signal IC franchise |
| Semiconductor Industry Association (SIA) | Chairman; Vice Chairman; Board Member | Chair Dec 2015–Nov 2016; Vice Chair Nov 2014–Dec 2015; Board from Sep 2013 | Industry leadership and advocacy |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Axcelis Technologies, Inc. | Director | Current | Compensation Committee; Technology Committee |
| Power Integrations, Inc. | Director | Apr 2018 – May 2023 | — |
Board Governance
- Independence and attendance: The Board determined Dr. Sayiner is independent under Nasdaq and SEC rules; in 2024, every director attended at least 75% of Board and committee meetings to which they were assigned .
- Committee assignments:
- Corporate Development Committee: Chair; 6 meetings in 2024; mandate includes reviewing growth strategy and strategic transactions, liaising with the Board .
- Compensation and Human Resources Committee: Member; 13 meetings in 2024; oversees executive and director compensation, equity plans, compensation risk, and consultants .
- Board structure: Rambus has five standing committees (Audit; Compensation & HR; Corporate Governance/Nominating; Corporate Development; Cyber Risk) and holds executive sessions of independent directors in conjunction with regular meetings; Board held seven meetings in 2024 .
- Say-on-Pay signal: 2024 advisory vote on executive compensation passed with over 97% support (and ~98% in 2023), indicating strong shareholder backing for pay practices .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Dr. Sayiner) | $67,500 | Reflects $60,000 annual director retainer plus $7,500 Corporate Development Committee Chair retainer |
| Annual Equity Grant (target value) | ~$185,000 | RSUs; value increased to $200,000 effective Apr 1, 2025 |
| Chair Retainers (Program) | Audit Chair: $12,500 ($15,000 as of Apr 1, 2025); Comp&HR Chair: $10,000; Corporate Development Chair: $7,500; Corporate Governance/Nominating Chair: $7,500; Cyber Risk Chair: $7,500 | Paid quarterly |
| Director Annual Retainer (Program) | $60,000 cash (increasing to $80,000 as of Apr 1, 2025) | Paid quarterly |
- 2024 director compensation mix for Dr. Sayiner: $67,500 cash vs $184,948 equity (RSUs), with equity comprising the larger component .
Performance Compensation
| Grant Date | Award Type | Shares Granted | Fair Value per Share | Total Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|
| Apr 1, 2024 | RSU | 2,972 | $62.23 | $184,948 | Vests in full after one year; pro rata vesting upon Board departure for unvested portion |
- Director equity program uses RSUs (no stock options referenced for directors); annual grants on April 1; target value increased to $200,000 starting Apr 1, 2025 .
Other Directorships & Interlocks
| Company | Relationship to RMBS | Potential Interlock/Conflict Commentary |
|---|---|---|
| Axcelis Technologies (ACLS) | Independent director role for Dr. Sayiner | Equipment supplier to semiconductor manufacturers; no related-party transactions disclosed by Rambus with Axcelis |
| Power Integrations (POWI) | Prior directorship (ended May 2023) | No related-party transactions disclosed |
- Related-party transactions: None disclosed; Board/Code requires Audit Committee pre-approval for related-party transactions and annual D&O questionnaires; directors must tender irrevocable resignations upon significant status changes subject to Board acceptance .
Expertise & Qualifications
- Deep semiconductor operating and M&A experience (CEO roles at Intersil and Silicon Labs; EVP Renesas); industry leadership via SIA Chair/Vice Chair roles .
- Technical credentials (Ph.D. in Electrical Engineering) and track record of revenue growth and profitability improvement cited by the Board as qualifications for service .
Equity Ownership
| Holder | Shares Beneficially Owned | Equity Awards Exercisable/Issuable in 60 Days | Percent of Shares Outstanding | Basis/Notes |
|---|---|---|---|---|
| Necip Sayiner | 42,000 | — | <1% | Based on 107,445,874 shares outstanding as of Feb 26, 2025 |
- Ownership guidelines: Directors must hold at least 3x annual cash compensation; holdings include outright shares and 50% of outstanding RSUs; as of Dec 31, 2024, all directors are compliant or within the phase-in period .
- Hedging and pledging: Prohibited for directors (no short sales, options; no pledging as collateral) .
Governance Assessment
- Strengths
- Independent director with strong semiconductor operating and M&A background; chairs Corporate Development (strategy/M&A oversight) and sits on Compensation & HR (pay/governance), indicating meaningful board engagement .
- Solid attendance and independence; Board maintained robust committee activity in 2024 (Board 7 meetings; Comp&HR 13; C.Dev 6) .
- Pay alignment: Majority of director compensation delivered in equity; ownership guideline of 3x cash comp; hedging/pledging prohibited .
- No related-party transactions; strong shareholder support (97% Say-on-Pay in 2024), signaling investor confidence in governance and pay practices .
- Watch items
- Director compensation program increases effective Apr 1, 2025 (cash retainer to $80,000; equity to $200,000) reflect market benchmarking but raise total pay levels; monitor for alignment with shareholder outcomes over time .
- External public board (Axcelis) plus Rambus appears within common overboarding thresholds, but continued monitoring of time commitments and interlocks is prudent; no conflicts disclosed by Rambus .
RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, pledging/hedging, option repricing, or say-on-pay issues .
Citations:
- Director biography, roles, and education
- Independence and attendance
- Committee composition and meetings
- Board governance practices and executive sessions
- 2024 director compensation table and RSU grant details
- Director compensation program and 2025 changes
- Beneficial ownership table and shares outstanding
- Ownership guidelines; hedging/pledging prohibitions
- Related-party transactions policy and disclosure (none)
- Say-on-Pay approval (97% in 2024)