Steven Laub
RAMBUSAbout Steven Laub
Steven Laub, age 66, has served as an independent director of Rambus since April 2022. He chairs the Cyber Risk Committee and serves on the Compensation & Human Resources and Corporate Development Committees. Laub holds a B.A. in Economics from UCLA and a J.D. from Harvard Law School, and previously held CEO roles in semiconductors with 25+ years of industry leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atmel Corporation | President, CEO, Director | 2006–2016 | Led microcontroller, automotive & memory solutions; SIA board member during tenure |
| Semiconductor Industry Association (SIA) | Board Member | 2011–2016 | Industry advocacy and policy engagement |
| Teridian Semiconductor | Executive Chairman | 2005–2006 | Mixed-signal ICs for energy management/communications |
| Silicon Image | President, CEO, Director | 2004–2005 | Multimedia connectivity solutions |
| Lattice Semiconductor | President, COO, Director | 1990–2003 | FPGA leadership and operational management |
| Bain & Company | Vice President & Partner | Pre-1990 | Strategy consulting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IPV Capital (semiconductor PE) | Advisory Board | 2017–2020 | Sector-focused private equity advisory |
| Heterodox Academy (non-profit) | Board Member | Current | Education-focused non-profit governance |
Board Governance
- Independence: The Board determined Laub is independent under applicable Nasdaq and SEC rules .
- Attendance: The Board met 7 times in 2024; every director attended ≥75% of Board and committee meetings .
- Committee assignments (all independent committees):
- Cyber Risk Committee: Chair (with Charles Kissner, Meera Rao)
- Compensation & Human Resources Committee: Member (Chair Eric Stang; members Laub, Necip Sayiner) – held 13 meetings in 2024
- Corporate Development Committee: Member (Chair Necip Sayiner; members Emiko Higashi, Laub)
- 2023 assignment note: Laub served on Audit, Compensation & HR, and Corporate Development .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned (Cash, $) | 40,500 | 60,000 | 65,000 |
| Director Program – Annual Cash Retainer | $60,000 | $60,000 | $60,000 (in effect for 2024) |
| Chair/Committee Fee Structure (program) | Audit Chair $12,500; Comp Chair $10,000; CG/Nominating Chair $7,500; Cyber Risk Chair $7,500; Corporate Dev Chair $7,500 | Same; Board Chair increased to $50,000 effective 4/1/2023 | Same; Board approved increases effective 4/1/2025: Director cash retainer to $80,000; Audit Chair to $15,000 |
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSU Grant Date | 5/2/2022 | 4/3/2023 | 4/1/2024 |
| RSUs Granted (shares) | 6,108 | 3,653 | 2,972 |
| Fair Value per Share ($) | 25.51 | 50.63 | 62.23 |
| Annual Equity Grant Policy (value) | $170,000 program value | $185,000 program value from 4/1/2023 | $185,000 program value (to $200,000 effective 4/1/2025) |
| Vesting Schedule | 1-year cliff; pro-rata vest upon departure | 1-year cliff; pro-rata vest upon departure | 1-year cliff; pro-rata vest upon departure |
Directors are not paid performance-based bonuses or PSUs; non-employee director equity is time-based RSUs with 1-year vesting .
Other Directorships & Interlocks
- No current public company directorships disclosed in RMBS proxy biography for Laub; external boards noted are industry association and non-profit .
Expertise & Qualifications
- Core credentials: Former CEO/COO across leading semiconductor firms; fiduciary and risk oversight experience; legal training (JD) complements complex IP/semiconductor governance .
- Committee leadership: Cybersecurity oversight as Cyber Risk Committee Chair aligns with Rambus’ IP-centric model and customer trust requirements .
Equity Ownership
| Metric | Mar 3, 2023 | Feb 28, 2024 | Feb 26, 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 6,108 | 7,761 | 10,733 |
| % of Shares Outstanding | <1% | <1% | <1% |
| Ownership Guidelines | Directors: 3x annual cash compensation; include 50% of RSUs; 50% must be held as common stock; compliance or within phase-in as of 12/31/2024 | ||
| Hedging/Pledging | Hedging prohibited; pledging prohibited for directors and officers |
Insider Trades (2025)
| Date | Type | Shares | Price ($) | Post-Transaction Holdings |
|---|---|---|---|---|
| 5/19/2025 | Sale | 3,653 | 55.56 | 10,904 |
| 5/27/2025 | Sale | 1,847 | 55.125 | 9,057 |
| 8/29/2025 | Sale | 2,261 | 78.724 | 6,796 |
Governance Assessment
- Strengths:
- Independent director with deep semiconductor operator background; chairs Cyber Risk and serves on Compensation & HR and Corporate Development, supporting effective oversight of security, talent, and M&A .
- Good engagement: Board met 7x in 2024; directors met ≥75% attendance; Compensation Committee met 13x, indicating active oversight .
- Alignment mechanisms: Director equity is RSU-based with 1-year vesting; stock ownership guidelines require 3x cash compensation; hedging/pledging bans reduce misalignment risk .
- Watch items / potential signals:
- Personal ownership is modest (<1% by definition; 10,733 shares as of 2/26/2025), with multiple small open-market sales in 2025 that reduced holdings to 6,796 by 8/29/2025; while routine, continued selling may dampen perceived skin-in-the-game if not offset by long-term accumulation .
- No related-party transactions, tax gross-ups, or director-specific perquisites are disclosed near Laub’s biography or director compensation sections; continue monitoring future proxies for any changes (not disclosed in cited sections) .
Board Governance Details
| Committee | Role | 2024 Meeting/Notes |
|---|---|---|
| Cyber Risk | Chair | Committee composition: Laub (Chair), Charles Kissner, Meera Rao |
| Compensation & Human Resources | Member | 13 meetings in 2024; independent membership (Stang Chair; Laub; Sayiner) |
| Corporate Development | Member | Oversees acquisitions/divestitures (Sayiner Chair; Higashi; Laub) |
| Audit (2023) | Member | 2023 biography lists Audit membership for Laub |
| Board Meetings | Director | 7 Board meetings; ≥75% attendance for all directors |
Director Compensation Summary (Laub)
| Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | 40,500 | 155,815 | 196,315 |
| 2023 | 60,000 | 184,951 | 244,951 |
| 2024 | 65,000 | 184,948 | 249,948 |
- Program changes: Annual cash retainer increased to $80,000 effective 4/1/2025; RSU grant value increased to $200,000 from $185,000 .
- Structure: No option grants to directors since 2020; RSUs vest in one year with pro-rata vest if service ends; quarterly cash payments .
Equity Ownership & Alignment Notes
- Beneficial ownership increased from 6,108 (3/3/2023) to 10,733 (2/26/2025), before 2025 sales; remains <1% of outstanding shares .
- Stock ownership guidelines: Directors must hold 3x annual cash compensation; as of 12/31/2024 all directors/NEOs are compliant or within phase-in; hedging and pledging prohibited .
RED FLAGS and Risk Indicators
- Repeated insider sales in 2025 reduce direct holdings; monitor for 10b5-1 plan disclosures and future Form 4 patterns .
- No disclosed related-party transactions or tax gross-ups in cited sections; continue to review full proxy and 8-K Item 5.02 filings each year (not found in the excerpts) .
Compensation Committee Analysis
- Composition: Eric Stang (Chair), Steven Laub, Necip Sayiner – independent under Nasdaq and SEC rules .
- Practices: Uses independent consultant (Farient) and peer group reviews; oversees CEO/NEO pay, equity plans, and risk in compensation policies; 13 meetings in 2024 indicates robust engagement .
Say-on-Pay & Shareholder Feedback
- Annual advisory vote appears on 2025 proxy card; standard cadence maintained; investors can assess compensation alignment annually .
Overall Implications
- Laub’s deep semiconductor operating experience and committee leadership are positives for board effectiveness, particularly cybersecurity and human capital oversight. Alignment is supported by RSU-based pay, ownership guidelines, and pledging/hedging prohibitions. Watch for continued insider selling trends and ensure sustained compliance with ownership guidelines as cash retainer levels increase .