Sean Fan
RAMBUSAbout Sean Fan
Executive Vice President & Chief Operating Officer at Rambus since November 2024; previously Senior Vice President & COO since August 2019. Age 59, with a master’s degree in Computer Engineering from the University of Cincinnati (with PhD program study) and a bachelor’s in Computer Engineering & Telecommunications from Beijing University of Posts & Telecom; executive education at Stanford and Wharton . Company performance under his operating leadership shows FY revenue rising from $454.8M in 2022 to $556.6M in 2024, with net income swinging from a loss in 2022 to $179.8M in 2024; 2022 PSU cohort paid out at 192% on relative TSR, evidencing strong stockholder return against peers . Effective April 1, 2025, his base salary is $545,000 with a target bonus of $436,000, aligning cash pay with operating outcomes via a pro‑forma operating income-based plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Renesas Electronics | Corporate VP & GM, Datacenter BU | Mar 2019–Jun 2019 | P&L leadership in datacenter semis; post-IDT acquisition transition |
| Integrated Device Technology (IDT) | SVP & Corporate GM, Computing & Communications Group | May 2017–Mar 2019 | Led mixed-signal product group through acquisition by Renesas |
| Integrated Device Technology (IDT) | Multiple GM/VP roles (Computing & Communications; Interface Connectivity; Memory Interface; China Ops; Standard Product Ops; Silicon Timing) | 1999–2017 | Scaled multiple product lines and geographic operations |
| Lucent Microelectronics; Mitel Semiconductor; National Lab of Telecom Research (China) | Engineering & management roles | Pre-1999 | Early technical leadership in semiconductors and telecom research |
External Roles
No public company directorships disclosed in Rambus filings reviewed .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 516,667 | 509,167 | 527,500 |
| Target Bonus ($) | 384,000 (80% of base) | 424,000 (80% of base) | 424,000 (80% of base) |
| Actual Cash Incentive (CIP) ($) | 471,400 | 381,080 | 401,952 |
| All Other Compensation ($) | 14,354 | 15,104 | 15,422 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual CIP – Pro‑forma Operating Income | Cash STI | $276.2M | $263.3M | 94.8% pool; Fan received $401,952 vs $424,000 target (75.8% of base) | Annual, paid in cash |
| 2022 PSU – Relative TSR vs SOX minus Equipment | 50% of LTI for NEOs | Target shares 58,685 | TSR spread +23 points vs median | 192% of target → 112,675 shares vested | 3‑year performance, certified Dec 31, 2024 |
| 2022 Special PSU – Cumulative Product Revenue | One‑time grant; 117,370 target | Threshold $1,500M; Target $2,000M; Max ≥$2,500M | Not yet disclosed | 0–200% of target; capped at 300,000 PSUs overall | 4‑year performance; vests at period end |
Equity Ownership & Alignment
- Stock ownership guidelines: 2x base salary for executive officers; hedging prohibited; pledging prohibited for certain insiders .
- Beneficial ownership as of Feb 26, 2025: 93,841 shares; less than 1% of outstanding (107,445,874 shares) .
- 2024 vesting realized: 121,297 shares acquired; $8,268,929 value realized on vesting .
- Outstanding awards at 12/31/2024 (selected):
- Unvested RSUs: 26,112 (grant 4/1/2024), 25,915 (grant 2/1/2023), 29,342 (grant 2/1/2022), 9,605 (grant 2/1/2021); market values $1,380,280; $1,369,867; $1,551,018; $507,720 respectively .
- PSUs unearned/not yet vested: 58,685 (2022 3‑yr TSR; $3,102,089), 117,370 (2022 4‑yr product revenue; $6,204,178), 34,554 ($1,826,524), 26,112 ($1,380,280) .
Vesting Schedules (Key RSU Grants)
| Grant Type | Grant Date | Vest Start | Vest Pattern |
|---|---|---|---|
| RSU | Apr 1, 2024 | Apr 1, 2025 | Four equal annual installments |
| RSU | Feb 1, 2023 | Feb 1, 2024 | Four equal annual installments |
| RSU | Feb 1, 2022 | Feb 1, 2023 | Four equal annual installments |
| RSU | Feb 1, 2021 | Feb 1, 2022 | Four equal annual installments |
Employment Terms
| Item | Terms |
|---|---|
| Current Role | EVP & COO (since Nov 2024) |
| Base Salary | $545,000 effective Apr 1, 2025 |
| Target Bonus | $436,000 effective Apr 1, 2025 |
| Change‑of‑Control (COC) Severance (NEOs other than CEO) | If terminated without Cause or for Good Reason from 3 months before COC to 12 months after COC: lump sum 100% base; 100% target bonus; 100% vesting of unvested equity (performance equity at target); up to 12 months COBRA reimbursement |
| Equity Acceleration if awards not assumed in COC | Full vesting; performance awards vest at target; accelerated exercise window |
| Clawback | Executive clawback policy; recovery tied to fraud/restatement determinations |
| Tax Gross‑Ups | None; double‑trigger acceleration when applicable |
Potential Payments Upon Termination or Change in Control (as of 12/31/2024)
| Scenario | Salary ($) | Bonus ($) | Equity ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying termination (COC window for NEOs) | 530,000 | 424,000 | 15,039,291 | 31,819 | 16,025,110 |
Multi‑Year Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 516,667 | 509,167 | 527,500 |
| Stock Awards ($, grant‑date fair value) | 7,629,637 | 3,956,779 | 3,131,612 |
| Non‑Equity Incentive Plan ($) | 471,400 | 381,080 | 401,952 |
| All Other Compensation ($) | 14,354 | 15,104 | 15,422 |
| Total ($) | 8,632,058 | 4,862,130 | 4,076,486 |
Company Performance Context (FY)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 454,793,000 | 461,117,000 | 556,624,000 |
| Net Income ($) | -14,310,000 | 333,904,000 | 179,821,000 |
| EBITDA ($) | 127,180,000* | 139,930,000* | 221,726,000* |
| Values retrieved from S&P Global.* |
Compensation Structure Notes
- LTI mix: PSUs and RSUs, with PSUs at 50% of NEO LTI and RSUs at 50%; CEO weighting differs (60% PSUs/40% RSUs) .
- CIP based on pro‑forma operating income adjusted for licensing billings (CLI); 2024 pool funded at 94.8% .
- 2024 base salary increased to $530,000; 2023 base salary $520,000 .
- No special perquisites beyond standard employee programs .
- Independent compensation consultant; peer group includes LSCC, MPWR, SLAB, SYNA, etc. .
Risk Indicators & Red Flags
- Pledging prohibited and hedging prohibited, reducing misalignment risk .
- Double‑trigger equity acceleration; no tax gross‑ups, better shareholder alignment .
- Large potential equity acceleration upon COC ($15.0M for Fan), which could incentivize transaction neutrality but also create post‑deal selling overhang .
Investment Implications
- Strong pay‑for‑performance link: STI tied to pro‑forma operating income and PSUs tied to relative TSR; the 192% PSU payout signals outperformance vs peers, supportive of operational execution under Fan’s COO leadership .
- Material unvested PSUs and RSUs with scheduled vesting through 2028 likely reduce near‑term departure risk, but the sizable COC equity acceleration ($15.0M) represents potential selling pressure post‑event .
- Ownership is modest (93,841 shares, <1%), but strict ownership/hedging/pledging policies and significant unvested equity keep alignment largely intact; monitoring Form 4 activity post‑vesting is prudent for gauging selling trends .
- Company performance improvements in revenue and net income alongside disciplined governance (clawbacks, no gross‑ups) suggest compensation structures are unlikely to trigger shareholder pushback, but the one‑time product revenue PSU warrants follow‑up on payout calibration and goal rigor .