Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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PAY VERSUS PERFORMANCE INFORMATION Our compensation programs are designed to align compensation with business objectives and Company financial performance, and to attract, retain, motivate, focus, and reward executives in order to enhance the long-term growth and profitability of the Company, foster stockholder value creation, and align executives’ interests with those of our stockholders. To this end, a substantial portion of our executives’ total compensation is variable and dependent on performance. Variable compensation includes our annual and long-term incentives, with incentive plan payouts tied to the Company’s operating income, relative TSR, and individual performance criteria. The compensation program design combined with rigorous absolute and relative incentive goals helps align executive compensation and Company performance over the long-term. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the Pay vs. Performance disclosure provides an additional snapshot perspective on pay and performance alignment by evaluating the link between “Compensation Actually Paid,” defined by the SEC and referred to below as “CAP,” and various measures of market and financial performance. The following table shows the past five fiscal years’ total compensation for our NEOs (including our principal executive officer (“PEO”), also referred to herein as our “CEO”) as set forth in the Summary Compensation Table (“SCT”), the CAP paid to our NEOs, the Company’s cumulative total shareholder return (“TSR”), the combined TSR of our selected peer group, our net income, and our pro-forma operating income, which, in our assessment, represents our most important financial performance measure to link compensation actually paid to our NEOs for the most recently completed fiscal year. Pay Versus Performance Table
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Value of initial fixed $100
Investment(2) |
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Year |
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Reported
Summary
Compensation
Table Total
for PEO($) |
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Compensation
Actually Paid to
PEO(5)($) |
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Average Reported Summary Compensation Table Total for Non-PEO NEOs(1)($) |
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Average Compensation Actually Paid Non-PEO NEOs(1)(5)($) |
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Company
Total
Shareholder
Return($) |
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Peer Group
Total
Shareholder
Return(3)($) |
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Net Income
(in millions)($) |
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PF Op Income
(in millions)(4)($) |
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2024 |
|
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7,168,732 |
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(5,130,731 |
) |
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2,617,983 |
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(2,369,792 |
) |
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383.74 |
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491.01 |
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179.8 |
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261.9 |
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2023 |
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8,423,593 |
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30,372,331 |
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3,036,107 |
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11,493,108 |
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495.46 |
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277.14 |
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333.9 |
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251.9 |
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2022 |
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7,130,474 |
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19,432,713 |
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3,160,306 |
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5,746,805 |
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260.04 |
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137.05 |
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(14.3 |
) |
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256.2 |
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2021 |
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5,761,497 |
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13,591,885 |
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1,538,175 |
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1,940,042 |
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213.36 |
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219.49 |
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18.3 |
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210.5 |
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2020 |
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5,377,663 |
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6,454,443 |
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2,291,740 |
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2,827,485 |
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126.75 |
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145.23 |
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(40.5 |
) |
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181.8 |
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| (1) |
The NEOs for each applicable year are: |
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• |
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2024: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, and John Shinn. |
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• |
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2023: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, and John Shinn. |
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• |
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2022: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, John Shinn, and Keith Jones. Mr. Jones resigned from his position as Vice President, Finance, and Interim Chief Financial Officer effective as of August 5, 2022. |
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• |
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2021: PEO: Luc Seraphin. Other NEOs: Sean Fan, John Shinn, Keith Jones, Jae Kim, and Rahul Mathur. Mr. Kim resigned from his position as Senior Vice President, General Counsel and Secretary effective as of February 19, 2021. Mr. Mathur resigned from his position of Senior Vice President, Finance and Chief Financial Officer effective as of November 15, 2021. |
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• |
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2020: PEO: Luc Seraphin. Other NEOs: Sean Fan, Jae Kim, and Rahul Mathur. |
| (2) |
Cumulative TSR at each fiscal year end is measured as of a base period starting as of December 31, 2019 |
| (3) |
The peer group used for relative TSR is the RDG Semiconductor Composite Index, comprising 77 constituent companies, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K disclosure |
| (4) |
The Company-selected measure is pro-forma operating income, as described in our CD&A section of the proxy. Pro-forma operating income is a non-GAAP measure that consists of GAAP operating income, adjusted for stock-based compensation expense, amortization |
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expense, certain acquisition related expenses, retention bonuses, restructuring expenses, impairment charges, non-cash interest expense and certain other one-time or extraordinary expenses or credits and, as described in the CD&A section of the proxy, was also adjusted for Customer Licensing Income. Other one-time or extraordinary expense or income items may be excluded from pro-forma operating income as determined by the Compensation and Human Resources Committee. |
| (5) |
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP (a djustments for pension or dividend payments are not covered, as Rambus does not have supplemental executive retirement plans and does not pay dividends on equity award s, and due to rounding, the calculated final value of the numbers shown in the following table may not be the precise values reported above ): |
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Equity Awards |
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Year |
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Executives |
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SCT Total($) |
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Deduct SCT
Stock & Option
Awards($) |
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Add Year-End Value of Unvested Equity Granted in Year($) |
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Add Change in
Value of
Unvested
Awards Granted
in Prior Years($) |
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Add Change
in Value of
Vested Equity
Granted in
Year($) |
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Add Change in
Value of Vested
Equity Granted
in Prior Years($) |
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2024 |
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PEO |
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7,168,732 |
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5,737,849 |
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4,948,403 |
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(3,587,625 |
) |
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0 |
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(7,922,391 |
) |
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Other NEO* |
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2,617,983 |
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1,846,842 |
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1,588,595 |
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(2,333,628 |
) |
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0 |
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(2,395,901 |
) |
2023 |
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PEO |
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8,423,593 |
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7,190,089 |
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11,012,250 |
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10,245,511 |
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0 |
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7,881,066 |
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Other NEOs* |
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3,036,107 |
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2,308,102 |
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3,526,754 |
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5,965,043 |
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0 |
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1,273,305 |
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2022 |
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PEO |
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7,130,474 |
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5,857,203 |
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8,872,767 |
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3,476,967 |
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0 |
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5,809,709 |
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Other NEOs* |
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3,160,306 |
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2,492,078 |
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4,235,555 |
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430,855 |
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0 |
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412,167 |
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2021 |
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PEO |
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5,761,497 |
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4,511,773 |
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6,755,857 |
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3,551,346 |
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0 |
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2,034,959 |
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Other NEOs* |
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1,538,175 |
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1,055,024 |
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774,181 |
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324,841 |
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0 |
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357,869 |
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2020 |
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PEO |
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5,377,663 |
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4,050,500 |
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4,009,500 |
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1,041,477 |
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0 |
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76,303 |
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Other NEOs* |
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2,291,740 |
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1,369,477 |
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1,377,093 |
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507,449 |
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|
0 |
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20,680 |
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| * |
Presented on an averaged basis. |
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| Company Selected Measure Name |
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pro-forma operating income
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| Named Executive Officers, Footnote |
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| (1) |
The NEOs for each applicable year are: |
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• |
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2024: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, and John Shinn. |
| |
• |
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2023: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, and John Shinn. |
| |
• |
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2022: PEO: Luc Seraphin. Other NEOs: Desmond Lynch, Sean Fan, John Shinn, and Keith Jones. Mr. Jones resigned from his position as Vice President, Finance, and Interim Chief Financial Officer effective as of August 5, 2022. |
| |
• |
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2021: PEO: Luc Seraphin. Other NEOs: Sean Fan, John Shinn, Keith Jones, Jae Kim, and Rahul Mathur. Mr. Kim resigned from his position as Senior Vice President, General Counsel and Secretary effective as of February 19, 2021. Mr. Mathur resigned from his position of Senior Vice President, Finance and Chief Financial Officer effective as of November 15, 2021. |
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• |
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2020: PEO: Luc Seraphin. Other NEOs: Sean Fan, Jae Kim, and Rahul Mathur. |
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| Peer Group Issuers, Footnote |
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The peer group used for relative TSR is the RDG Semiconductor Composite Index, comprising 77 constituent companies, which is the same peer group the Company uses for its Item 201(e) of Regulation S-K disclosure
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| PEO Total Compensation Amount |
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$ 7,168,732
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$ 8,423,593
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$ 7,130,474
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$ 5,761,497
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$ 5,377,663
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| PEO Actually Paid Compensation Amount |
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$ (5,130,731)
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30,372,331
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19,432,713
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13,591,885
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6,454,443
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| Adjustment To PEO Compensation, Footnote |
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| (5) |
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP (a djustments for pension or dividend payments are not covered, as Rambus does not have supplemental executive retirement plans and does not pay dividends on equity award s, and due to rounding, the calculated final value of the numbers shown in the following table may not be the precise values reported above ): |
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Equity Awards |
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Year |
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Executives |
|
SCT Total($) |
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Deduct SCT
Stock & Option
Awards($) |
|
|
Add Year-End Value of Unvested Equity Granted in Year($) |
|
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Add Change in
Value of
Unvested
Awards Granted
in Prior Years($) |
|
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Add Change
in Value of
Vested Equity
Granted in
Year($) |
|
|
Add Change in
Value of Vested
Equity Granted
in Prior Years($) |
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2024 |
|
PEO |
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7,168,732 |
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5,737,849 |
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4,948,403 |
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|
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(3,587,625 |
) |
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0 |
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(7,922,391 |
) |
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Other NEO* |
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2,617,983 |
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1,846,842 |
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1,588,595 |
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(2,333,628 |
) |
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0 |
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(2,395,901 |
) |
2023 |
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PEO |
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8,423,593 |
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7,190,089 |
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11,012,250 |
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10,245,511 |
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|
0 |
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7,881,066 |
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Other NEOs* |
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3,036,107 |
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2,308,102 |
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3,526,754 |
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5,965,043 |
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0 |
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1,273,305 |
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2022 |
|
PEO |
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7,130,474 |
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|
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5,857,203 |
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|
|
8,872,767 |
|
|
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3,476,967 |
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|
0 |
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5,809,709 |
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Other NEOs* |
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3,160,306 |
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2,492,078 |
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4,235,555 |
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|
430,855 |
|
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|
0 |
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|
412,167 |
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2021 |
|
PEO |
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5,761,497 |
|
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|
4,511,773 |
|
|
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6,755,857 |
|
|
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3,551,346 |
|
|
|
0 |
|
|
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2,034,959 |
|
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|
Other NEOs* |
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1,538,175 |
|
|
|
1,055,024 |
|
|
|
774,181 |
|
|
|
324,841 |
|
|
|
0 |
|
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|
357,869 |
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2020 |
|
PEO |
|
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5,377,663 |
|
|
|
4,050,500 |
|
|
|
4,009,500 |
|
|
|
1,041,477 |
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|
|
0 |
|
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|
76,303 |
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Other NEOs* |
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2,291,740 |
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1,369,477 |
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1,377,093 |
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|
507,449 |
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0 |
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20,680 |
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| * |
Presented on an averaged basis. |
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| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 2,617,983
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3,036,107
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3,160,306
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1,538,175
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2,291,740
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| Non-PEO NEO Average Compensation Actually Paid Amount |
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$ (2,369,792)
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11,493,108
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5,746,805
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1,940,042
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2,827,485
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| Adjustment to Non-PEO NEO Compensation Footnote |
|
| (5) |
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP (a djustments for pension or dividend payments are not covered, as Rambus does not have supplemental executive retirement plans and does not pay dividends on equity award s, and due to rounding, the calculated final value of the numbers shown in the following table may not be the precise values reported above ): |
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Equity Awards |
|
Year |
|
Executives |
|
SCT Total($) |
|
|
Deduct SCT
Stock & Option
Awards($) |
|
|
Add Year-End Value of Unvested Equity Granted in Year($) |
|
|
Add Change in
Value of
Unvested
Awards Granted
in Prior Years($) |
|
|
Add Change
in Value of
Vested Equity
Granted in
Year($) |
|
|
Add Change in
Value of Vested
Equity Granted
in Prior Years($) |
|
2024 |
|
PEO |
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7,168,732 |
|
|
|
5,737,849 |
|
|
|
4,948,403 |
|
|
|
(3,587,625 |
) |
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|
0 |
|
|
|
(7,922,391 |
) |
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|
Other NEO* |
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2,617,983 |
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|
1,846,842 |
|
|
|
1,588,595 |
|
|
|
(2,333,628 |
) |
|
|
0 |
|
|
|
(2,395,901 |
) |
2023 |
|
PEO |
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|
8,423,593 |
|
|
|
7,190,089 |
|
|
|
11,012,250 |
|
|
|
10,245,511 |
|
|
|
0 |
|
|
|
7,881,066 |
|
|
|
Other NEOs* |
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|
3,036,107 |
|
|
|
2,308,102 |
|
|
|
3,526,754 |
|
|
|
5,965,043 |
|
|
|
0 |
|
|
|
1,273,305 |
|
2022 |
|
PEO |
|
|
7,130,474 |
|
|
|
5,857,203 |
|
|
|
8,872,767 |
|
|
|
3,476,967 |
|
|
|
0 |
|
|
|
5,809,709 |
|
|
|
Other NEOs* |
|
|
3,160,306 |
|
|
|
2,492,078 |
|
|
|
4,235,555 |
|
|
|
430,855 |
|
|
|
0 |
|
|
|
412,167 |
|
2021 |
|
PEO |
|
|
5,761,497 |
|
|
|
4,511,773 |
|
|
|
6,755,857 |
|
|
|
3,551,346 |
|
|
|
0 |
|
|
|
2,034,959 |
|
|
|
Other NEOs* |
|
|
1,538,175 |
|
|
|
1,055,024 |
|
|
|
774,181 |
|
|
|
324,841 |
|
|
|
0 |
|
|
|
357,869 |
|
2020 |
|
PEO |
|
|
5,377,663 |
|
|
|
4,050,500 |
|
|
|
4,009,500 |
|
|
|
1,041,477 |
|
|
|
0 |
|
|
|
76,303 |
|
|
|
Other NEOs* |
|
|
2,291,740 |
|
|
|
1,369,477 |
|
|
|
1,377,093 |
|
|
|
507,449 |
|
|
|
0 |
|
|
|
20,680 |
|
| * |
Presented on an averaged basis. |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
|
Tabular List of Performance Measures
|
| |
Pro-forma Operating Income |
| |
| Relative TSR |
| |
| Product Revenue |
|
|
|
|
|
| Total Shareholder Return Amount |
|
$ 383.74
|
495.46
|
260.04
|
213.36
|
126.75
|
| Peer Group Total Shareholder Return Amount |
|
491.01
|
277.14
|
137.05
|
219.49
|
145.23
|
| Net Income (Loss) |
|
$ 179,800,000
|
$ 333,900,000
|
$ (14,300,000)
|
$ 18,300,000
|
$ (40,500,000)
|
| Company Selected Measure Amount |
|
261,900,000
|
251,900,000
|
256,200,000
|
210,500,000
|
181,800,000
|
| PEO Name |
|
Luc Seraphin
|
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|
|
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
|
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|
|
| Name |
|
Pro-forma Operating Income
|
|
|
|
|
| Non-GAAP Measure Description |
|
| (4) |
The Company-selected measure is pro-forma operating income, as described in our CD&A section of the proxy. Pro-forma operating income is a non-GAAP measure that consists of GAAP operating income, adjusted for stock-based compensation expense, amortization |
| |
expense, certain acquisition related expenses, retention bonuses, restructuring expenses, impairment charges, non-cash interest expense and certain other one-time or extraordinary expenses or credits and, as described in the CD&A section of the proxy, was also adjusted for Customer Licensing Income. Other one-time or extraordinary expense or income items may be excluded from pro-forma operating income as determined by the Compensation and Human Resources Committee. |
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Name |
|
Relative TSR
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Name |
|
Product Revenue
|
|
|
|
|
| PEO | Deduct SCT Stock Option Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
$ (5,737,849)
|
$ (7,190,089)
|
$ (5,857,203)
|
$ (4,511,773)
|
$ (4,050,500)
|
| PEO | Year End Value of Unvested Equity Granted in Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
4,948,403
|
11,012,250
|
8,872,767
|
6,755,857
|
4,009,500
|
| PEO | Change in Value of Unvested Awards Granted in Prior Years [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(3,587,625)
|
10,245,511
|
3,476,967
|
3,551,346
|
1,041,477
|
| PEO | Change in Value of Vested Equity Granted in Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
0
|
0
|
0
|
0
|
| PEO | Change in Value of Vested Equity Granted in Prior Years [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(7,922,391)
|
7,881,066
|
5,809,709
|
2,034,959
|
76,303
|
| Non-PEO NEO | Deduct SCT Stock Option Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[1] |
(1,846,842)
|
(2,308,102)
|
(2,492,078)
|
(1,055,024)
|
(1,369,477)
|
| Non-PEO NEO | Year End Value of Unvested Equity Granted in Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[1] |
1,588,595
|
3,526,754
|
4,235,555
|
774,181
|
1,377,093
|
| Non-PEO NEO | Change in Value of Unvested Awards Granted in Prior Years [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[1] |
(2,333,628)
|
5,965,043
|
430,855
|
324,841
|
507,449
|
| Non-PEO NEO | Change in Value of Vested Equity Granted in Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[1] |
0
|
0
|
0
|
0
|
0
|
| Non-PEO NEO | Change in Value of Vested Equity Granted in Prior Years [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[1] |
$ (2,395,901)
|
$ 1,273,305
|
$ 412,167
|
$ 357,869
|
$ 20,680
|
|
|