Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11

(Set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

General Information about the Meeting

Proposal One: Election of Directors

Nominees

Vote Required

Information About Nominees and Other Directors

Board of Directors Meetings and Committees

Director Independence

Director Qualifications

Corporate Governance Principles

Section 16(a) Beneficial Reporting Compliance

Executive Sessions of the Independent Directors

Committees of the Board of Directors

Audit Committee

Compensation Committee

Compensation Committee Interlocks and Insider Participation

Corporate Governance & Nominating Committee

Identifying and Evaluating Nominees For Directors

Consideration of Stockholder Nominees to the Board

Board Leadership Structure and Role in Risk Oversight

Transactions with Related Persons

Review, Approval or Ratification of Transactions with Related Persons

Corporate Development Committee

Proposal Two: Advisory Vote to Approve Named Executive Officer Compensation

Proposal Three: Approval of an Amendment to the Rambus 2015 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 5,500,000

Key Features of the Amended 2015 Equity Incentive Plan and Our Compensation Practices

Vote Required; Recommendation of the Board of Directors

Considerations of the Board of Directors in Making its Recommendation

Summary of the 2015 Equity Incentive Plan

Eligibility

Shares Available

Administration

Limitations

Options

Stock Appreciation Rights

Restricted Stock

Restricted Stock Units

Performance Units and Performance Shares

Dividend Equivalents

Transferability of Awards

Change of Control

Amendment and Termination

Number of Awards Granted

Federal Tax Aspects

Proposal Four: Approval of an Amendment to the Rambus 2015 Employee Stock Purchase Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 2,000,000

Vote Required; Board Recommendation

Considerations of the Board in Making its Recommendation

Summary of the 2015 Employee Stock Purchase Plan

General

Shares available for issuance

Administration

Eligibility

Offering Period

Purchase Price

Payment of Purchase Price; Payroll Deductions

Withdrawal

Termination of Employment

Adjustments upon Changes in Capitalization, Dissolution, Liquidation, or Change of Control

Amendment or Termination

Number of Shares Purchased by Certain Individuals and Groups

Federal Tax Aspects

Proposal Five: Ratification of Appointment of Independent Registered Public Accounting Firm

Our History with PricewaterhouseCoopers

Principal Accountant Fees and Services

Policy on Audit Committee Pre-Approval of Audit and the Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Independence of PricewaterhouseCoopers LLP

Vote Required

Equity Compensation Plan Information

Security Ownership of Certain Beneficial Owners and Management

Executive Officers of the Company

Executive Compensation — Compensation Discussion and Analysis

Executive Summary

2017 Advisory Vote on Executive Compensation and Other Stockholder Engagement

Our Compensation Philosophy — Pay for Performance

NEO Compensation Process

Components of NEO Compensation

Other Policies and Elements of NEO Compensation

Compensation Committee Report

Executive Compensation Tables

Summary Compensation Table

Grants of Plan Based Awards

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Potential Payments Upon Termination or Change of Control

Compensation of Directors

Summary of Director Plan

Audit Committee Report

Report of the Audit Committee

Review with Management

Review and Discussions with the Independent Registered Public Accounting Firm

Conclusion

Other Matters

Who May Attend

You may attend the Annual Meeting if you owned your shares, either as a stockholder of record or as a beneficial owner as described below, as of the close of business on February 28, 2018 (the “Record Date”).

Stockholders of Record. If your shares are registered directly in your name, then you are considered to be the stockholder of record with respect to those shares, and we are sending these proxy materials directly to you. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/RMBS2018. Stockholders may vote while attending the meeting on the Internet.

Beneficial Owners. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and your broker or nominee is forwarding these proxy materials to you. Your broker or nominee is considered to be the stockholder of record with respect to those shares.

Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), we have provided access to our proxy materials over the Internet. Accordingly, the Internet Notice has been sent to our stockholders of record and beneficial owners as of the Record Date. Instructions on how to access the proxy materials over the Internet or to request a printed copy by mail may be found on the Internet Notice. In addition, the Internet Notice provides information on how stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

By accessing the proxy materials on the Internet or choosing to receive your future proxy materials by email, you will save us the cost of

You may vote at the Annual Meeting if you owned your shares, either as a stockholder of record or as a beneficial owner, as of the close of business on the Record Date. As of that date, we had a total of 110,533,605 shares of common stock outstanding, which were held of record by approximately 489 stockholders. You are entitled to one vote for each share of our common stock that you own.

As of the Record Date, we had no shares of preferred stock outstanding.

Stockholders of Record. If you hold your shares in your own name as a holder of record, you may instruct the proxy holders how to vote your common stock by:

•  voting via the internet at www.proxyvote.com;

•  voting by telephone at 1-800-690-6903; or

•  voting by mail (if you requested printed copies of the proxy materials to be mailed to you), by completing, signing, dating and mailing the proxy card in the postage-paid envelope provided.

Even if you vote your shares by proxy, you may also choose to attend the Annual Meeting and vote your shares in person. If you provide instructions in your completed proxy card, the proxy holders will vote your shares in accordance with those instructions. If you sign and return a proxy card without giving specific voting instructions, your shares will be voted “FOR” all of the proposals described herein.

Beneficial Owners. If you are the beneficial owner of shares held in street name, you have the right to direct your broker how to vote. Your broker or nominee has enclosed with these materials or provided voting instructions for you to use in directing the broker or nominee how to vote your shares.

Stockholders of Record. If you would like to change your vote you can do so in the following ways:

•  deliver written notice of your revocation to our Corporate Secretary prior to the Annual Meeting;

•  deliver a properly executed, later dated proxy prior to the Annual Meeting;

•  vote again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted); or

•  attend the Annual Meeting and vote at the meeting.

Please note that your attendance at the meeting in and of itself is not enough to revoke your proxy.

Beneficial Owners. If you instructed a broker or nominee to vote your shares following the directions originally included with these materials or provided to you, you can change your vote only by following your broker or nominee’s directions for doing so.

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the directions of the stockholder. However, if no specific instructions are given, the shares will be voted in accordance with the following recommendations of our Board of Directors:

•  “FOR” the election of E. Thomas Fisher, Charles Kissner and David Shrigley as Class I directors;

•  “FOR” the advisory vote to approve named executive officer compensation, as disclosed in this Proxy Statement;

•  “FOR” the approval of an amendment to the Rambus 2015 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 5,500,000;

•  “FOR” the approval of an amendment to the Rambus 2015 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 2,000,000; and

•  “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

We treat shares that are voted “ABSTAIN” in person or by proxy as being:

•  present for purposes of determining whether or not a quorum is present at the Annual Meeting; and

•  entitled to vote on a particular subject matter at the Annual Meeting.

In the election of directors, any vote you make that is “ABSTAIN” for any nominee will not impact the election of that nominee. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted.

For the other proposals, an “ABSTAIN” vote is the same as voting against the proposal.

If you hold your common stock through a broker, the broker may be prevented from voting shares held in your brokerage account on some proposals (a “broker non-vote”) unless you have given the broker voting instructions. Thus, if you hold your common stock through a broker, it is critical that you cast your vote if you want it to count. If you hold your common stock through a broker and you do not instruct your broker how to vote on Proposals One, Two, Three and Four, it will be considered a broker non-vote and no votes will be cast on your behalf with respect to such Proposals. Shares that are subject to a broker non-vote are counted for purposes of determining whether a quorum exists but do not count for or against any particular proposal.

Your broker will continue to have discretion to vote any uninstructed shares on Proposal Five, the Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm.

Stockholders may present proposals for action at a future annual meeting only if they comply with the requirements of our bylaws and the proxy rules established by the SEC.

Stockholder proposals, including nominations for the election of directors, which are intended to be presented by such stockholders at our 2019 Annual Meeting of Stockholders must be received by us no later than November 9, 2018 to be considered for inclusion in the proxy statement and proxy card relating to that meeting.

In addition to the SEC rules, our bylaws establish an advance notice procedure for proposals that a stockholder wants to have included in our proxy statement relating to a meeting or to have brought before the meeting. To be timely, a stockholder proposal must be received by the Company’s Secretary/General Counsel at the principal executive offices of the Company not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. However, if no annual meeting was held in the

previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then notice must be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting, or the tenth day following the day on which public announcement of the date of such annual meeting is first made.

Moreover, your notice must contain specific information concerning the matters to be brought before the meeting. We urge you to read our bylaws in full in order to understand the requirements of bringing a proposal or nomination.

A copy of the full text of the bylaw provision relating to our advance notice procedure may be obtained by writing to our Corporate Secretary or by accessing a copy of our bylaws, which are publicly available at http://www.sec.gov. All notices of proposals by stockholders, whether or not included in proxy materials, should be sent to Rambus Inc., 1050 Enterprise Way, Suite 700, Sunnyvale, California 94089, Attention: Secretary/General Counsel.

Our Board of Directors may be contacted by writing to them via regular mail at Board of Directors, Rambus Inc., 1050 Enterprise Way, Suite 700, Sunnyvale, California 94089. If you wish to contact our Board of Directors or any member of the Audit Committee to report questionable accounting or auditing matters you may do so anonymously by using this mailing address and designating the communication as “confidential.”

Our process for handling communications to our Board of Directors is as follows:

Any stockholder communications that our Board of Directors receives will first go to our Secretary/General Counsel, who will log the date of receipt of the communication as well as (for non-confidential communications) the identity of the correspondent in our stockholder communications log.

Unless the communication is marked “confidential,” our Secretary/General Counsel will review, summarize and, if appropriate, draft a response to the communication. The summary and response will become part of the stockholder communications log that our Secretary/General Counsel maintains with respect to all stockholder communications.

Our Secretary/General Counsel will then forward the stockholder communication to the member(s) of our Board of Directors (or committee chair if the communication is addressed to a committee) for review.

Any stockholder communication marked “confidential” will be logged by our Secretary/General Counsel as “received” but will not be reviewed, opened or otherwise held by our Secretary/General Counsel. Such confidential correspondence will be forwarded to the addressee(s).

Nominees

Three Class I directors are to be elected at the Annual Meeting for a two-year term ending in 2020. Based upon the recommendation of our Corporate Governance/Nominating Committee, our Board has nominated: E. Thomas Fisher, Charles Kissner and David Shrigley for election as Class I directors.

If any of these nominees is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for a substitute nominee or nominees designated by the Board of Directors.

Vote Required

The members of our Board of Directors have deep executive and board leadership experience derived from their respective tenures as executives and directors of technology companies of various sizes. The following table contains information regarding the Class I nominees and other directors as of March 9, 2018. This information includes the specific experience, qualifications, attributes and skills that led to our Board of Directors’ conclusion that the person should serve as a director.

Name

Principal Occupation and Business Experience

E. Thomas Fisher

Charles Kissner

Mr. Kissner has served as a director since July 2012. From April 2013 to September 2017, Mr. Kissner served as Chairman of the Board of ShoreTel Inc., a business communications systems company acquired by Mitel Networks Corporation. He joined ShoreTel as a director in April 2006. From January 2007 to February 2015, he was Chairman of Aviat Networks and from June 2010 to July 2011, Mr. Kissner was Chairman and CEO. From 2010 to 2015, he served on the board of Meru Networks, a technology leader in the enterprise wireless systems market. From 1995 to 2006, he served as Chairman and CEO of Stratex Networks, a global provider of wireless transmission solutions. Mr. Kissner previously was Vice President and General Manager of M/A-COM, Inc., a manufacturer of radio and microwave communications products, President and CEO of Aristacom International, a communications software company, Executive Vice President of Fujitsu Network Switching, Inc., and held a number of executive positions at AT&T (now Alcatel-Lucent). He has also served on a number of other public and private boards, as well as not-for-profit boards such as the NPR Foundation and Angel Flight, Inc. He currently serves as Chairman of non-profit KQED Public Media. Mr. Kissner holds a Bachelor of Science degree from California State Polytechnic University and a Master of Business Administration degree from Santa Clara University.

Mr. Kissner’s experience as a director and executive of wireless technology and networking companies and his years of business and leadership experience led the Board of Directors to conclude that he should serve as a director.

David Shrigley

Name

Principal Occupation and Business Experience

J. Thomas Bentley

Name

Principal Occupation and Business Experience

Ronald Black, Ph.D.

Name

Principal Occupation and Business Experience

Penelope Herscher

Ms. Herscher has served as a director since July 2006. She served as president and chief executive officer of FirstRain, Inc., a custom-configured, on-demand intelligence services firm, from 2004 to 2015, and as Executive Chairman until its acquisition in August 2017. Previously, Ms. Herscher served as executive vice president and chief marketing officer at Cadence Design Systems from 2002 to 2003, and executive vice president and general manager, Design and Verification Business during the second half of 2003. From 1996 to 2002, Ms. Herscher was president and chief executive officer of Simplex Solutions, which was acquired by Cadence in 2002. Before Simplex, she was an executive at Synopsys for eight years and started her career as an R&D engineer with Texas Instruments. Ms. Herscher serves on the boards of Faurecia SA, Lumentum Holdings LLC, PROS Holdings, Inc., and Verint Systems Inc. She has also served on the board of Savonix and JDS Uniphase Corporation, which split into two companies Lumentum Holdings and Viavi Solutions and several non-profit institutions. She holds a B.A. with honors, M.A. in Mathematics from Cambridge University in England.

Ms. Herscher’s experience as chief executive officer of technology companies, the successful sale of a company under her leadership to a larger technology company and her years of business and leadership experience led the Board of Directors to conclude that she should serve as a director.

Emiko Higashi

Name

Principal Occupation and Business Experience

Corporation, Zeptor, MetLife Insurance K.K., a subsidiary of MetLife, Inc. and Takeda Pharmaceutical Company Ltd. From October 2014 to May 2017, she served on the board of Invensense, Inc., a publicly traded motion sensing hardware and motion processing technology company. She previously served as a director on the boards of private companies. Ms. Higashi is also a senior advisor to several private consulting firms. She holds a B.A. from International Christian University and an M.B.A. from Harvard Business School.

Ms. Higashi’s experience in investment banking and finance, as a director of several publicly traded companies, and as a founder and partner of a venture capital firm, led the Board of Directors to conclude that she should serve as a director.

Eric Stang

Mr. Stang has served as a director since July 2008 and has served as Chairman of the Board since March 2013. Mr. Stang currently serves as chairman, president and chief executive officer of Ooma, Inc., a cloud-based communications and connected services company that went public in July 2015. He has held the position of Chairman since December 2014 and the positions of president, chief executive officer and director since January 2009. Prior to joining Ooma, Mr. Stang served as a director, chief executive officer and president of Reliant Technologies, Inc., a developer of medical technology solutions for aesthetic applications, from 2006 to 2008. Mr. Stang previously served as chief executive officer and president of Lexar Media, Inc., a provider of solid state memory products from 2001 to 2006 and chairman from 2004 to 2006. From September 2013 until May 2017, he served on the board of Invensense, Inc. Mr. Stang also serves on the boards of private companies. Mr. Stang holds an A.B. in Economics from Stanford University and M.B.A. from the Harvard Business School.

Mr. Stang’s experience as chief executive officer of high technology companies, his prior experience in the memory products market and his years of business and leadership experience led the Board of Directors to conclude that he should serve as a director.

Charles Kissner (Chair)

J. Thomas Bentley*

Emiko Higashi

David Shrigley

Compensation

Committee:

David Shrigley (Chair)

Emiko Higashi

Charles Kissner

Corporate Governance/

Nominating Committee:        

Eric Stang (Chair)

E. Thomas Fisher

Penelope Herscher

Corporate Development

Committee:

Penelope Herscher (Chair)

Emiko Higashi

E. Thomas Fisher

During 2017, our Board of Directors had four standing committees:

•  an Audit Committee,

•  a Compensation Committee,

•  a Corporate Governance/Nominating Committee, and

•  a Corporate Development Committee.

During 2017, our Board of Directors also had an ad hoc Finance Committee which held two meetings.

The following describes each standing committee, its function, its membership, and the number of meetings held during 2017.

Each of the committees operates under a written charter adopted by our Board of Directors. All of the current committee charters are available on our website at http://investor.rambus.com/corporate-governance.cfm.

Currently, the Audit Committee is composed of J. Thomas Bentley (until the completion of the 2018 Annual Meeting), Emiko Higashi, Charles Kissner and David Shrigley, with Mr. Kissner serving as Chair. During fiscal year 2017, the Audit Committee was composed of J. Thomas Bentley, Emiko Higashi, Charles Kissner and David Shrigley, with Mr. Bentley serving as Chair. The Audit Committee oversees our corporate accounting and financial reporting processes and internal control over financial reporting, as well as our internal and external audits. The Audit Committee held eight meetings during 2017. Its duties include:

•  Reviewing our accounting and financial reporting processes and internal control over financial reporting;

•  Providing oversight and review at least annually of our risk management policies, including our investment policy;

•  Retaining the independent registered public accounting firm, approving their fees, and providing oversight of communication with them;

•  Reviewing the plans, findings and performance of our internal auditors;

•  Reviewing our annual and quarterly financial statements and related disclosure documents; and

•  Overseeing special investigations into financial and other matters, as necessary.

Our Board of Directors has determined that Mr. Kissner is an Audit Committee “financial expert” and that Mr. Kissner, together with each of Ms. Higashi and Messrs. Bentley and Shrigley, has no material relationship with us (either directly as a partner, stockholder or officer of an organization that has a relationship with us) and is an “independent director” under the applicable NASDAQ and SEC rules.

The Audit Committee’s role is detailed in the Audit Committee Charter, which is available on our website at http://investor.rambus.com/corporate-governance.cfm.

Currently, the Compensation Committee is composed of Emiko Higashi, Charles Kissner and David Shrigley, with Mr. Shrigley serving as Chair. During fiscal year 2017 and until March 8, 2018, the Compensation Committee was composed of E. Thomas Fisher, Charles Kissner and David Shrigley, with Mr. Kissner serving as Chair. Our Board of Directors has determined that each of Ms. Higashi and Messrs. Kissner and Shrigley are independent under the rules for compensation committee independence under the applicable NASDAQ and SEC rules. The Compensation Committee reviews and determines all forms of compensation to be provided to our executive officers, including the named executive officers and directors of Rambus, including base compensation, bonuses, and stock compensation. The Compensation Committee held 16 meetings during 2017. Its duties include:

•  Annually reviewing and approving the Chief Executive Officer (“CEO”) and other executive officers’ compensation in the context of their performance, which includes reviewing and approving their annual base salary, annual incentive bonus, including the specific goals, targets, and amounts, equity compensation, and any employment agreements, and any other benefits, compensation or arrangements, as applicable;

•  Administering our stock option and equity incentive plans pursuant to the terms of such plans and the authority delegated by our Board of Directors, including: granting stock options, performance units, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) or other equity compensation to individuals eligible for such grants and amend such awards following their grant; amending the plans; and delegating to appropriate executive officers of the Company the ability to grant awards to non-executive officer employees of the Company pursuant to specific guidelines;

•  Adopting, amending and overseeing the administration of our significant employee benefits programs;

•  Reviewing external surveys to establish appropriate ranges of compensation;

•  Retaining and terminating any compensation consultant to assist in the evaluation of CEO or executive officer or director compensation, and approving the consultant’s fees and other terms of service, as well as obtaining advice and assistance from internal or external legal, accounting or other advisors; and

•  Conducting an annual assessment of the Company’s engagement with compensation consultants retained by the Board and/or management, as applicable, including the nature and extent of services provided, the amount of fees paid and who made or recommended the decision to retain the compensation consultants.

The Compensation Committee uses Semler Brossy Consulting Group, LLC (“SBCG”) to assist in evaluating executive and director compensation, and has determined that SBCG is an independent consultant under applicable NASDAQ rules.

A detailed description of the processes and procedures of the Compensation Committee for considering and determining executive and director compensation, including the role of SBCG, is provided in the “Executive Compensation” section of this proxy statement.

The Compensation Committee’s role is detailed in the Compensation Committee Charter, which is available on our website at http://investor.rambus.com/corporate-governance.cfm.

During 2017, there were no interlock relationships by our Compensation Committee members. Please see the Compensation Discussion and Analysis section of this Proxy Statement for further discussion.

Currently, the Corporate Governance/Nominating Committee is composed of E. Thomas Fisher, Penelope Herscher and Eric Stang, with Mr. Stang serving as Chair. During fiscal year 2017 and until March 8, 2018, the Corporate Governance/Nominating Committee was composed of Eric Stang and Penelope Herscher, with Mr. Stang serving as Chair. Our Board of Directors has determined that each of Ms. Herscher and Messrs. Fisher and Stang are “independent” under applicable NASDAQ and SEC rules. The Corporate Governance/Nominating Committee held five meetings during 2017.

The Corporate Governance/Nominating Committee recommends and approves Rambus’ Corporate Governance Guidelines. Its duties include:

•  Evaluating and making recommendations to the Board of Directors concerning the appointment of directors to committees of the Board of Directors and the selection of committee chairs;

•  Identifying best practices and recommending corporate governance principles;

•  Overseeing the evaluation of the Board of Directors; and

•  Proposing the slate of nominees for election to the Board of Directors.

The Corporate Governance/Nominating Committee’s role is detailed in the Corporate Governance/Nominating Committee Charter which is available on our website at http://investor.rambus.com/corporate-governance.cfm.

The Corporate Governance/Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director, including those discussed in the “Director Qualifications” section of this proxy statement. In the event that vacancies on the Board of Directors are anticipated, or otherwise arise, the committee will consider various potential candidates for director. Candidates may come to the attention of the committee through current members of the Board of Directors, professional search firms, stockholders or other persons. The Corporate Governance/Nominating Committee has from time to time retained third parties to whom a fee is paid to assist it in identifying or evaluating potential director nominees.

Stockholders may propose director candidates for general consideration by the Corporate Governance/Nominating Committee by submitting in proper written form the individual’s name, qualifications, and the other information set forth below in “Consideration of Stockholder Nominees to the Board” to the Secretary/General Counsel of the Company. The Corporate Governance/Nominating Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Stockholders may nominate directors for election at an annual meeting or at a special meeting at which directors are to be elected or re-elected, provided that the advance notice requirements for director nominations set forth in the Company’s bylaws have been met. As summarized below, this advance notice provision requires a stockholder to give timely notice of a director nomination in proper written form to Rambus Inc., 1050 Enterprise Way, Suite 700, Sunnyvale, CA 94089, Attention: Secretary/General Counsel.

In order for a stockholder to give timely notice of a director nomination for an annual meeting, the notice must be received by the Secretary/General Counsel at the Company’s principal executive offices not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. However, if no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then notice must be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting, or the

tenth day following the day on which public announcement of the date of such annual meeting is first made.

In order for a stockholder to give timely notice of a director nomination for a special meeting at which directors are to be elected or re-elected, the notice must be received by the Secretary/General Counsel at the Company’s principal executive offices not later than the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected or re-elected at such meeting.

To be in proper written form, a stockholder’s notice to the Secretary/General Counsel of the Company must set forth the information required by our bylaws, which we urge you to read in full in order to understand the requirements for making a director nomination.

Our Corporate Governance Guidelines require that the Chairperson of the Board not be the CEO of the Company. In addition, while the Chairperson works closely with the CEO and other members of our management, the Chairperson is not part of management and does not have an operating or external role or responsibility. The Board of Directors considers it useful and appropriate to designate a Chairperson to act as the presiding director at Board of Directors meetings, to call and organize such meetings and manage the agenda thereof, and to manage the affairs of the Board of Directors, including ensuring that the Board of Directors is organized properly, functions effectively, and meets its obligations and responsibilities. The Chairperson also acts as the principal contact for the CEO and other members of the Board of Directors and management, as appropriate, for matters requiring the attention of the full Board of Directors. We believe that this leadership structure is appropriate given the attention, time, effort, and energy that the CEO is required to dedicate to his position in the current business environment, and the high level of commitment required to serve as our Chairperson.

The Board of Directors plays an integral role in our risk oversight processes. The Board of Directors meets regularly to receive reports from its committees, as well as from management with respect to areas of material risk to the Company, including legal, operational, financial and strategic risks. In addition, the Audit Committee oversees and reviews at least annually our risk management policies, including our investment policies.

None.

Our directors and executive officers are subject to our Code of Business Conduct and Ethics, and our directors are guided in their duties by our Corporate Governance Guidelines. Our Code of Business Conduct and Ethics requires that our directors and executive officers avoid situations where a conflict of interest might occur or appear to occur. In general, our

directors and executive officers should not have a pecuniary interest in transactions involving us or a customer, licensee, or supplier of the Company, unless such interest is solely a result of routine investments made by the individual in publicly traded companies.

In the event that a director or executive officer is going to enter into a related party transaction with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role, the director or executive officer must fully disclose the nature of the related party transaction to our Chief Financial Officer. For directors and executive officers, such related party transaction then must be reviewed and approved in advance by the Audit Committee. For other conflicts of interest that may arise, the Code of Business Conduct and Ethics advises our directors and executive officers to consult with our General Counsel.

In addition, each director and officer is required to complete a Director and Officer Questionnaire on an annual basis and upon any new appointment, and provide quarterly updates, which requires disclosure of any related-party transactions pertaining to the director or executive officer. Our Board of Directors will consider such information in its determinations of independence with respect to our directors under applicable NASDAQ and SEC rules.

Currently, the Corporate Development Committee is composed of E. Thomas Fisher, Penelope Herscher, Emiko Higashi and Michael Farmwald in his capacity as a board member emeritus, with Ms. Herscher serving as Chair. During fiscal year 2017 and until March 8, 2018, the Corporate Development Committee was composed of E. Thomas Fisher, Penelope Herscher and David Shrigley. The Corporate Development Committee held three meetings during 2017.

The duties of the Corporate Development Committee are to:

•  work with management to review and consider potential strategic transactions that are consistent with our growth strategy;

•  review and advise management with respect to our growth strategy; and

•  act as the liaison to the Board of Directors in connection with the Committee’s and management’s activities in this regard.

The Corporate Development Committee’s role is detailed in the Corporate Development Committee Charter which is available on our website at http://investor.rambus.com/corporate-governance.cfm.

Reserves an additional 5,500,000 shares of our Common Stock for issuance under the amended 2015 Plan.

The 2015 Plan has a 1.5:1 conversion ratio for full-value awards.

A committee of independent directors administers the 2015 Plan.

The 2015 Plan prohibits us from implementing a program to increase or reduce the exercise price of outstanding awards or surrender or cancel outstanding awards for new awards and/or cash.

The 2015 Plan does not provide for automatic vesting of equity awards based solely on the occurrence of a change in control unless awards are not assumed or substituted for in connection with the change in control.

Although the 2015 Plan permits a number of types of equity and cash long-term incentives, we intend to continue to have a long-term incentive program with a strong focus on our performance, including the grant of performance units to our executives which only vest if certain Company performance targets are met.

Non-employee members of the Board of Directors may not be granted, in any fiscal year, awards in excess of limits contained in the 2015 Plan.

We have stock ownership guidelines for our executive officers and Board of Directors.

All employees are prohibited from hedging transactions involving Rambus stock.

Our executive officers are not entitled to any perquisites that are not generally available to employees.

The amended 2015 Plan provides that Awards granted under the 2015 Plan will vest no earlier than the one-year anniversary of the Award’s date of grant, subject to the terms of the 2015 Plan.

The amended 2015 Plan provides that dividends and other distributions payable with respect to shares subject to Awards (including dividend equivalents) will not be paid before the underlying shares vest.

The amended 2015 Plan provides that in the event of a merger or change in control where the successor corporation refuses to assume or substitute for an Award, with respect to Awards with performance-based vesting, all performance goals will be deemed achieved at target levels as to a prorated portion of such Award based on the portion of the applicable performance period that has lapsed through the date of the merger or change in control.

The Board has approved the amendment to the 2015 Plan to increase the number of shares reserved for issuance thereunder by 5,500,000 shares, subject to the approval of our stockholders at the Annual Meeting. The affirmative vote of the holders of a majority of the shares of stock present in person or represented by Proxy and entitled to vote at the Annual Meeting will be required to approve this proposal.

Our Board of Directors recommends that you vote “FOR” the approval of an amendment to our 2015 Equity Incentive Plan to increase the number of authorized shares reserved for issuance under the 2015 Plan by 5,500,000 shares.

In determining and recommending the increase to the share reserve under the 2015 Plan, the Compensation Committee and the Company’s Board considered a number of factors, including the following:

Forecasted Grant Practices. We currently forecast granting options and full-value awards (in the form of restricted stock units and performance units) covering approximately 10,800,000 shares over the next three-year period, which is equal to 9.8% of our approximately 110,198,000 shares of Common Stock outstanding as of December 31, 2017. We also estimate cancellation of options and forfeitures of restricted stock unit and performance unit awards of approximately 3,900,000 shares over this period, based on our historic rates. If our expectation for cancellations is accurate, our net grants (grants less cancellations) over the next three-year period would be approximately 6,900,000 shares, or approximately 6.3% of our Common Stock outstanding as of December 31, 2017. We believe, and our Board considered, that the requested additional shares to the share reserve in light of this expected forecast will allow us to make equity awards for the purpose of our expected new hires, focal awards, any special retention needs and employee growth through any opportunistic acquisitions or hiring for approximately the next two to three years. However, circumstances could alter this projection, such as a change in business conditions, our stock price, competitive pressures for attracting and retaining employees, or our company strategy.

Awards Outstanding Under Existing Grants and Dilutive Impact. We have outstanding, as of December 31, 2017, stock options covering approximately 4,310,361 shares with a weighted average remaining contract life of 5.5 years and weighted average exercise price of $9.78, and approximately 5,861,349 unvested restricted stock units and performance units with a weighted average grant date fair value of $12.68. Accordingly, the approximately 10,171,710 shares subject to outstanding awards (commonly referred to as the “overhang”) represent approximately 9.2% of our fully diluted outstanding shares and the dilutive impact of all 5,500,000 shares that would be available for issuance under the 2015 Plan if Proposal Three is approved would increase the overhang percentage by an additional 5% to approximately 14.2%, each based on our fully diluted outstanding shares as of December 31, 2017.

Modeling Analysis. We considered various stockholder models that considered what would be expected to be an allowable cap as compared to that we are seeking in Proposal Three, and we have concluded that our request is below such cap. While the modeling we used only represented

The following is a summary of the principal features of the 2015 Plan, as amended, and its operation. The summary is qualified in its entirety by reference to the 2015 Plan, as amended, set forth in Appendix A.

The purposes of the 2015 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services to the Company, and to promote the success of the Company’s business.

The 2015 Plan provides for the grant of the following types of incentive awards:

•  stock options

•  stock appreciation rights

•  restricted stock

•  restricted stock units

•  performance shares and performance units

•  other stock or cash awards

Each of these is referred to individually as an “Award.”

Eligibility

Shares Available

In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure affecting the Company’s Common Stock occurs, the administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2015 Plan will adjust:

•  the number and class of shares that may be delivered under the 2015 Plan

•  the number, class and price of shares subject to outstanding Awards

•  the numerical share limits in the 2015 Plan

Administration

Limitations

Incentive Stock Options. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year may not exceed $100,000. The exercise price of an incentive stock option granted to any employee who owns stock representing more than 10% of the voting power of all classes of our stock or the stock of any affiliate must be at least 110% of the fair market value of our Common Stock on the grant date. Further, with respect to any employee who owns stock representing more than 10% of the voting power of all classes of our outstanding stock or the stock of any affiliate, the term of an incentive stock option may not exceed five years.

Share Limitations. Subject to the terms of the 2015 Plan, including any adjustment provisions, the following limitations apply to Awards granted under the 2015 Plan:

•  During any fiscal year, no participant will be granted options covering more than 1,000,000 shares; provided, however, that in connection with a participant’s initial service as an employee, an employee may be granted options covering up to an additional 1,000,000 shares

•  During any fiscal year, no participant will receive more than an aggregate of 300,000 shares of restricted stock; provided, however, that in connection with a participant’s initial service as an employee, an employee may be granted an aggregate of up to an additional 300,000 shares of restricted stock

•  During any fiscal year, no participant will receive more than an aggregate of 300,000 restricted stock units; provided, however, that in connection with a participant’s initial service as an employee, an employee may be granted an aggregate of up to an additional 300,000 restricted stock units

•  During any fiscal year, no participant will be granted stock appreciation rights covering more than 1,000,000 shares; provided, however, that in connection with a participant’s initial service as an employee, an employee may be granted stock appreciation rights covering up to an additional 1,000,000 shares

•  During any fiscal year, no participant will receive (1) performance units having an initial value greater than $3,000,000, and (2) more than 300,000 performance shares; provided, however, that in connection with a participant’s initial service as an employee, an employee may be granted up to an additional 300,000 performance shares

Exchange Program. The administrator may not institute a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced.

Grants to Non-Employee Directors. No non-employee member of the Board of Directors may be granted, in any fiscal year, Awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of greater than $300,000, increased to $500,000 in the fiscal year of his or her initial service as a non-employee director. Any Awards granted to an individual while he or she was an employee, or while he or she was a consultant but not a non-employee director, will not count for purposes of these limits.

Vesting Limits. Awards granted under the 2015 Plan will vest no earlier than the one-year anniversary of the Award’s date of grant, provided that the administrator, in its sole discretion, may provide an Award may accelerate vesting by reason of the participant’s death, disability or retirement, or upon our major capital change (including, without limitation, a merger or change in control) and provided further, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the shares reserved for issuance under the 2015 Plan may be granted to service providers, or outstanding Awards modified, without regard to such minimum vesting, exercisability and distribution provisions.

Dividend Payments. Dividends and other distributions payable with respect to shares subject to Awards (including dividend equivalents) will not be paid before the underlying shares vest.

Options

to the limitations contained in the 2015 Plan relating to incentive stock options.

The administrator will determine the term of each option in its sole discretion. Subject to the limitations contained in the 2015 Plan relating to incentive stock options, the term of an option may not exceed ten years from the date of grant.

The administrator will determine the acceptable form(s) of consideration for exercising an option, including the method of payment, to the extent permitted by applicable laws. After termination of service with us, a participant will be able to exercise the vested portion of his or her option for the period of time stated in the Award agreement. If no such period of time is stated in the participant’s Award agreement, the participant will generally be able to exercise his or her option for (i) three months following his or her termination for reasons other than death or disability, and (ii) twelve months following his or her termination due to death or disability. In no event may an option be exercised later than the expiration of its term.

Stock Appreciation Rights

Restricted Stock

Restricted Stock Units

Awards of restricted stock units result in a payment to a participant only if the vesting criteria the administrator establishes is satisfied. The administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. Upon satisfying the applicable vesting criteria, the participant will be entitled to the payout specified in the Award agreement. Subject to the vesting limitations contained in the 2015 Plan, at any time after the grant of restricted stock units, the administrator may reduce or waive any vesting criteria that must be met to receive a payout.

The administrator, in its sole discretion, may pay earned restricted stock units in cash, shares, or a combination thereof. Restricted stock units that are fully paid in cash will not reduce the number of shares available for grant under the 2015 Plan. On the date set forth in the Award agreement, all unearned restricted stock units will be forfeited to us. Subject to the limitations contained in the 2015 Plan, the administrator determines the number of restricted stock units granted to any participant.

The administrator is able to grant performance units and performance shares, which are Awards that result in a payment to a participant only if the performance goals or other vesting criteria the administrator establishes are achieved or the Awards otherwise vest. The administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the administrator in its discretion.

The administrator establishes performance or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. Notwithstanding the foregoing and subject to the vesting limitations contained in the 2015 Plan, after the grant of performance units or shares, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Subject to the limitations contained in the 2015 Plan, the administrator, in its sole discretion, will determine the number of performance units or

Dividend Equivalents

Transferability of Awards

Change of Control

In the event of our change in control and subject to the terms of the 2015 Plan and any vesting acceleration provisions in any agreement, each outstanding Award will be treated in the manner provided in the agreement relating to the change in control, including, without limitation, that Awards may be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation, or the parent or subsidiary of the successor corporation, refuses to assume or substitute for the Award (and for the avoidance of doubt, notwithstanding the vesting limitations in the 2015 Plan), the participant will fully vest in and have the right to exercise all of his or her outstanding options or stock appreciation rights, including shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to Awards with performance-based vesting, all performance goals will be deemed achieved at target levels as to a prorated portion of such Award based on the portion of the applicable performance period that has lapsed through the date of the merger or change in control, and all other vesting criteria will be deemed achieved as to such prorated portion of such Award. In addition, if an option or stock appreciation right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a change in control, the administrator will notify the participant in writing or electronically that the option or stock appreciation right will be fully vested and exercisable for a period of time determined by the administrator in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

With respect to Awards granted to non-employee directors that are assumed or substituted for, if on the date of or following such assumption or substitution, the participant’s status as a director (or a director of the successor corporation, as applicable) is terminated other than upon a

Amendment and Termination

Number of Awards Granted

Name of Individual or Group

Named Executive Officers:

Ronald Black, Chief Executive Officer and President

Rahul Mathur, Senior Vice President, Finance and Chief Financial Officer

Laura Stark, Senior Vice President, GM, Emerging Solutions Division

Jae Kim, Senior Vice President, General Counsel and Secretary

All executive officers, as a group

All directors who are not executive officers, as a group

All employees who are not executive officers, as a group

Federal Tax Aspects

Nonstatutory Stock Options

Incentive Stock Options

Stock Appreciation Rights

A participant generally will not have taxable income at the time an Award of restricted stock, restricted stock units, performance shares or performance units are granted. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the Award becomes either (i) freely transferable or (ii) no longer subject to substantial risk of forfeiture. However, the recipient of a restricted stock Award may elect to recognize income at the time he or she receives the Award in an amount equal to the fair market value of the shares underlying the Award (less any cash paid for the shares) on the date the Award is granted.

Tax Effect for Rambus

Section 409A

Approval of the amendment to the Purchase Plan to increase the number of shares reserved for issuance thereunder by 2,000,000 shares requires the affirmative vote of a majority of the shares of our Common Stock that are present in person or proxy and entitled to vote at the Annual Meeting.

Our Board of Directors recommends that you vote “FOR” the approval of the amendment to our 2015 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 2,000,000 shares.

Our Board approved the amendment to the Purchase Plan to increase the number of shares of our Common Stock reserved for issuance thereunder by 2,000,000 shares following substantial review of, and deliberation concerning, historical grant practices, forecasted grant practices, awards outstanding under existing grants, and the dilutive impact of the requested share reserve. Our Board subsequently approved the amendment to the Purchase Plan, subject to approval by our stockholders. In determining the additional number of shares reserved for issuance under the Purchase Plan, our Board considered a number of factors, including:

•  Historical Usage. In fiscal years 2015, 2016 and 2017, the number of shares purchased under the Purchase Plan (or its predecessor) was 544,391 shares, 548,357 shares and 615,370 shares, respectively.

•  Forecasted Usage and Dilutive Impact. We currently forecast that the additional 2,000,000 shares, if approved, to be reserved under the Purchase Plan will cover purchases over the next three to four years. The requested increase of 2,000,000 shares represents

approximately 1.8% of our 109,847,582 shares of common stock outstanding as of January 31, 2018 and the 4,000,000 total number of shares reserved for issuance under the Purchase Plan (assuming the amendment is approved) would be approximately 3.6% of our Common Stock outstanding as of January 31, 2018. As of January 31, 2018, we have 836,273 authorized shares remaining under the Purchase Plan. Assuming the amendment to the Purchase Plan is approved, our shares reserved for future issuance under the Purchase Plan would be 2,836,273 shares.

•  Shares Purchased Under the Purchase Plan. Our employees have purchased an aggregate of 1,708,118 shares under the Purchase Plan over the past three years, representing approximately 1.6% of our outstanding shares as of January 31, 2018.

•  Other Considerations. Without stockholder approval of the amendment to the Purchase Plan to increase the number of shares reserved thereunder, we believe our ability to attract and retain the individuals necessary to increase long-term stockholder value will be limited. We believe that the approval of the amendment to the Purchase Plan is important to our continued success. If stockholders do not approve the amendment to the Purchase Plan, our goals of recruiting, retaining and motivating talented employees will be more difficult to meet.

The following is a summary of the principal features of the Purchase Plan and its operation. The summary is qualified in its entirety by reference to the Purchase Plan, set forth in Appendix B.

The purchase price of the shares is accumulated by payroll deductions throughout each offering period. The number of shares of our Common Stock that a participant may purchase in each offering period will be determined by dividing the total amount of payroll deductions withheld from the participant’s compensation during that offering period by the purchase price; provided, however, that a participant may not purchase more than 5,000 shares each offering period. During the offering period, a participant may discontinue his or her participation in the Purchase Plan, and may decrease or increase the rate of payroll deductions in an offering period within limits set by the administrator; provided, however, that unless the administrator determines otherwise, a participant may reduce, but not increase his or her contributions during an offering period.

All payroll deductions made for a participant are credited to the participant’s account under the Purchase Plan, are withheld in whole percentages only and are included with our general funds. Funds received by us pursuant to exercises under the Purchase Plan are also used for

Given that the number of shares that may be purchased under the Purchase Plan is determined, in part, based on the Common Stock’s market value at the beginning and end of each offering period and given that participation in the Purchase Plan is voluntary on the part of employees, the actual number of shares that may be purchased by any individual is not determinable.

For illustrative purposes, the following table sets forth (a) the number of shares of Common Stock that were purchased under the Purchase Plan during 2017 by our named executive officers, our executive officers as a group, and by all employees, and (b) the weighted average per share purchase price paid for such shares by each such group.

Name of Individual Group

Named Executive Officers:

Ronald Black, Chief Executive Officer and President

Rahul Mathur, Senior Vice President, Finance and Chief Financial Officer

Laura Stark, Senior Vice President, GM, Emerging Solutions Division

Jae Kim, Senior Vice President, General Counsel and Secretary

All executive officers, as a group

All employees who are not executive officers, as a group

PricewaterhouseCoopers LLP (or its predecessor, Coopers & Lybrand L.L.P.) has audited our financial statements since 1991. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement if they so desire.

The aggregate fees billed for professional accounting services by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2017 and December 31, 2016 are as follows:

The Audit Committee’s policy is to pre-approve 100% of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

The Audit Committee has determined that the accounting advice and tax services provided by PricewaterhouseCoopers LLP are compatible with maintaining PricewaterhouseCoopers LLP’s independence.

Vote Required

The affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting will be required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

The Board unanimously recommends that you vote “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

Plan Category

Equity Compensation Plans Approved by Security Holders (1) (2)

Total

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

each of our named executive officers;

each of our directors; and

all of our executive officers and directors as a group.

Name or Group of Beneficial Owners

BlackRock, Inc (1)

Waddell & Reed Financial (2)

The Vanguard Group (3)

Ronald Black

Rahul Mathur

Laura Stark

Jae Kim

J. Thomas Bentley (4)

E. Thomas Fisher

Penelope Herscher (5)

Emiko Higashi

Charles Kissner (6)

David Shrigley (7)

Eric Stang (8)

All current directors and executive officers as a group (11 persons)

Based on information reported by BlackRock, Inc. on Schedule 13G/A filed with the SEC on February 8, 2018, BlackRock, Inc., in its capacity as a parent holding company, has sole voting power with respect to 13,441,735 shares and sole investment power with respect to 13,678,773 shares reported as beneficially owned. The address for BlackRock is 55 East 52^nd Street, New York, New York 10055.

Ronald Black, Ph.D.

Rahul Mathur

Laura Stark

Jae Kim

Ronald Black, Chief Executive Officer and President;

Rahul Mathur, Senior Vice President, Finance and Chief Financial Officer;

Laura Stark, Senior Vice President, GM, Emerging Solutions Division; and

Jae Kim, Senior Vice President, General Counsel and Secretary.

$ in millions

Revenue

Pro forma EBITDA

Pro forma Oper. Inc.

Cash 12/31

Share Repurchase

Acquisitions

Debt 12/31

$393 million in annual revenue;

$124 million in pro-forma operating income;

$117 million in net cash provided by operating activities;

31.5% operating margin; and

3% share price increase in 2017 and a 28% share price increase over the last three years.

Our compensation mix favors performance-based compensation. Approximately 90% of our CEO’s and on average approximately 75% of our NEOs’ total target compensation was subject to our financial and/or share price performance in 2017.

Our annual incentive compensation program is funded based on the achievement of an objective performance target of pro-forma operating income. For 2017, annual incentive compensation under our Corporate Incentive Plan (“CIP”) was funded at 106% of target as the Company’s 2017 performance exceeded target.

To further align executive compensation with stockholder interests, approximately 60% of our CEO’s (not including the Strategic Growth Award granted to Dr. Black in 2017 and discussed below) and 40% of our NEO’s 2017 long-term equity incentive awards consisted of performance units, which become eligible for time-based vesting based on the achievement of an objective performance goal of one-year operating margin. Based on our 2017 operating margin performance, which exceeded target, 112.5% of the target number of performance units granted in 2017 became eligible for time-based vesting.

We awarded Dr. Black a Strategic Growth Award on August 1, 2017 (the “Strategic Growth Award”). The Strategic Growth Award, which is 50% performance-based, has rigorous performance hurdles, focused on revenue growth and share price appreciation. The Strategic Growth Award further incentivizes the retention of a leader whom the Board believes is vital to the future of Rambus.

We made significant changes to our 2018 compensation programs to better align with best practices and respond to stockholder feedback, explained below.

We maintained high governance standards in our executive compensation practices, including best practices with respect to minimum equity ownership guidelines, perquisites, compensation recovery, independent compensation committee advisors and insider trading. See “Other Policies and Elements of NEO Compensation” below.

What We Do

What We Don’t Do

✓  Align pay and performance: Through the use of performance units and at-risk compensation elements

×   All employees and directors prohibited from engaging in hedging transactions in Rambus shares

✓  Actively engage with shareholders: During fiscal year 2017, we spoke to stockholders representing approximately 66% of our total shares outstanding

×   No excessive benefits or perquisites

✓  Maintain robust stock ownership guidelines, with 50% after-tax share retention until requirements met

×   We do not provide tax gross ups related to a change in control

✓  Right to reduce or withhold future compensation based on required restatement or adjustment, and to determine extent to which recovery of prior compensation may be pursued in event of fraud

×   No repricing of underwater stock options

✓  Outstanding equity awards may vest upon “double-trigger” termination in event of a change in control, designed to promote stability and retention of senior management

Shareholder Feedback

What We have Done

Fiscal Year 2017

☑   Increased the performance unit weighting from 50% to 60% (of the total target LTI mix) for our CEO

Fiscal Year 2018

☑   Introduced a 3-year performance unit program, based on Customer Licensing Income Growth with a +/-25% relative TSR modifier. The first award with this structure was granted to our executive team in February 2018

Shareholders also recommended we increase the weighting of our performance units (as a percentage of the overall LTI program)

Fiscal Year 2018

☑   Committed to position the CEO’s target compensation at the 75^th percentile of the competitive market. For fiscal year 2018 this meant reducing the CEO’s target annual incentive from 130% of salary to 120% and reducing the CEO’s target annual equity award from approximately $4.4M to approximately $4.2M

Fiscal Year 2017

☑   Added disclosure showing how the Company’s pro-forma operating income performance led to the CIP payout level

☑   Added language comparing the 2017 CIP and PSU goals to 2016 target and actual performance levels

☑   Provided illustrative examples of how the fiscal year 2018 CIP and PSU designs will work and how actual performance will impact payouts

Shareholder Feedback

What We have Done

Fiscal Year 2018

☑   Have planned additional disclosure around how the CIP goal is set, and how the new metric compares to the fiscal year 2017 measure

☑   For fiscal year 2018 we will move to a 3-year PSU program; we will enhance disclosure to include how the goals were set, and the rigor of these goals versus historical performance