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Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only (as | |||
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Definitive Proxy Statement | permitted by Rule 14a-6(e)(2)) | ||||
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Soliciting Material Pursuant to Section 240.14a-12 |
Payment of Filing Fee (Check the appropriate box): | ||
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No fee required. | |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) Title of each class of securities to which transaction applies: | ||
(2 | ) | Aggregate number of securities to which transaction applies: | ||||
(3 | ) | 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): | ||||
(4 | ) | Proposed maximum aggregate value of transaction: | ||||
(5 | ) | Total fee paid: | ||||
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Fee paid previously with preliminary materials. | |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1 | ) | Amount Previously Paid: | ||||
(2 | ) | Form, Schedule or Registration Statement No.: | ||||
(3 | ) | Filing Party: | ||||
(4 | ) | Date Filed: | ||||
Date:
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Friday, May 9, 2008 | |
Time:
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9:00 a.m., local time | |
Place:
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Crowne Plaza Cabana Hotel 4290 El Camino Real Palo Alto, California 94306 |
Thomas R. Lavelle |
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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 March 10, 2008 (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. To attend the meeting as a stockholder of record, please bring with you proper identification. | ||
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. To attend the meeting as a beneficial owner, please bring with you proper identification and a statement from the broker, bank or other nominee holding your shares that confirms your beneficial ownership of the shares as of the Record Date. | ||
Who May Vote | 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 104,059,454 shares of common stock outstanding, which were held of record by approximately 804 stockholders. As of the Record Date, we had no shares of preferred stock outstanding. You are entitled to one vote for each share of our common stock that you own. |
Voting Your Proxy | 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,
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voting by telephone at
1-800-690-6903,
or
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signing, dating and mailing the proxy card in the
postage-paid envelope that we have provided.
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Even if you vote your shares by proxy, you may also choose to attend the 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 the two proposals to be voted on at the Annual Meeting. | ||
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. | ||
You are invited to attend the meeting and vote your shares in person at the meeting. However, since you are not the stockholder of record, you must obtain and bring with you to the meeting a legal proxy from the broker, bank or other nominee holding your shares that confirms your beneficial ownership of the shares and gives you the right to vote your shares at the meeting. | ||
Discretionary Voting Power;
Matters to be Presented |
We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the meeting is adjourned or postponed, the proxy holders can vote your shares on the new meeting date as well, unless you have subsequently revoked your proxy. | |
Changing Your Vote | 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;
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deliver a properly executed, later dated proxy prior
to the Annual Meeting; or
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attend the Annual Meeting and vote in person.
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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, |
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you can change your vote only by following your broker or nominees directions for doing so. You can only change your vote at the Annual Meeting if you have obtained a legal proxy from the broker, bank or other nominee holding your shares that confirms your beneficial ownership of the shares and gives you the right to vote your shares at the meeting. | ||
Cost of this Proxy Solicitation | We will bear the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We have also hired MacKenzie Partners, Inc. to help us solicit proxies from brokers, bank nominees and other institutional owners. We expect to pay MacKenzie Partners a fee of up to approximately $8,500 for its services, and we will reimburse certain out-of-pocket expenses. | |
Meeting Quorum | The Annual Meeting will be held if a majority of our outstanding shares of common stock entitled to vote at the meeting are represented in person or by proxy. | |
Our Voting Recommendations | 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 Sunlin
Chou, Ph.D., Bruce Dunlevie, Mark Horowitz, Ph.D.,
Harold Hughes and Abraham D. Sofaer as Class I directors;
and
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FOR the ratification of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2008.
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Abstentions, Withheld, and Broker Non-Votes
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We treat shares that are voted WITHHELD or 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
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entitled to vote on a particular subject matter at
the Annual Meeting; therefore a WITHHELD or
ABSTAIN vote is the same as voting against a
proposal that has a required, affirmative voting threshold, such
as proposal 2, but will have no effect on proposal 1,
the election of our Class I directors, who are elected by a
plurality of votes.
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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. 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. |
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Deadline for Receipt of Stockholder Proposals
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Stockholders may present proposals for action at a future annual meeting only if they comply with the requirements of the proxy rules established by the Securities and Exchange Commission (SEC). Stockholder proposals, including nominations for the election of directors, which are intended to be presented by such stockholders at our 2009 Annual Meeting of Stockholders must be received by us no later than November 24, 2008 to be considered for inclusion in the proxy statement and proxy card relating to that meeting. | |
In addition to the SEC rules and regulations, our bylaws establish an advance notice procedure for proposals that a stockholder does not want to have included in our proxy statement relating to a meeting. Generally for these proposals, including the nomination of a person for director, a stockholder must provide written notice to our corporate secretary at least 90 days in advance of the meeting; provided that in the event that less than 100 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was 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 fully 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., 4440 El Camino Real, Los Altos, CA 94022, Attention: Secretary. | ||
Communication With the Board of Directors
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Our Board of Directors may be contacted by writing to them via regular mail at Board of Directors, Rambus Inc., 4440 El Camino Real, Los Altos, CA 94022. 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 in a timely manner. The summary and response will be in the form of a memo, which will become part of the |
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stockholder communications log that our Secretary/General Counsel maintains with respect to all stockholder communications. | ||
Our Secretary/General Counsel will then forward the original stockholder communication along with the memo 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 immediately forwarded to the addressee(s) without a memo or any other comment by our Secretary/General Counsel. | ||
Annual Meeting Attendance | Members of our Board of Directors are invited but not required to attend the Annual Meeting of Stockholders. The 2007 Annual Meeting of Stockholders was attended by the following members of our Board of Directors: Messrs. Hughes, Kennedy, Bentley, Sofaer, Dunlevie and Farmwald. | |
Householding of Proxy Materials | The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as householding, potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy. If your proxy statement is being householded and you would like to receive separate copies, or if you are receiving multiple copies and would like to receive a single copy, please write Rambus Inc., 4440 El Camino Real, Los Altos, California 94022, Attention: Secretary or call (650) 947-5000. |
Nominees | Five Class I directors are to be elected at the Annual Meeting for a two-year term ending in 2010. Based upon the recommendation of our Corporate Governance/Nominating Committee, our Board has nominated: Sunlin Chou, Ph.D., Bruce Dunlevie, Mark Horowitz, Ph.D., Harold Hughes and Abraham D. Sofaer for election as Class I directors. | |
If any of Sunlin Chou, Ph.D., Bruce Dunlevie, Mark Horowitz, Ph.D., Harold Hughes and Abraham D. Sofaer is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted |
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for a substitute nominee or nominees designated by the Board of Directors. | ||
Vote Required | Directors are elected by a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the five nominees who receive the greatest number of votes will be elected. There are no cumulative voting rights in the election of directors. Stockholders as of the record date may vote their shares for some, all or none of the Class I nominees. | |
The following table contains information regarding the Class I nominees and other directors as of March 10, 2008. |
Name
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Age |
Principal Occupation and Business Experience
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Sunlin Chou, Ph.D.
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61 | Dr. Chou was appointed to the Board of Directors in March 2006. Dr. Chou served for 34 years at Intel Corporation, before retiring in 2005 as a senior vice president. He was co-general manager of the Technology and Manufacturing Group from 1998 to 2005. Dr. Chou holds a B.S., M.S and E.E. in Electrical Engineering from the Massachusetts Institute of Technology and received a Ph.D. in Electrical Engineering from Stanford University. | ||||
Bruce Dunlevie
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51 | Mr. Dunlevie has served as a director since our founding in March 1990. He has been a general partner of the venture capital firm Benchmark Capital since May 1995, and was a general partner of the venture capital firm Merrill, Pickard, Anderson & Eyre between 1989 and 2000. He holds a B.A. in History and English from Rice University and an M.B.A. from Stanford University. Mr. Dunlevie also serves on the board of several private companies. | ||||
Mark Horowitz, Ph.D.
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50 | Dr. Horowitz has served as a director since our founding in March 1990 and has served as chief scientist since May 2005. Dr. Horowitz also served as a vice president from March 1990 to May 1994. Dr. Horowitz has taught at Stanford University since 1984 where he is currently a professor of Electrical Engineering and Computer Science. He holds B.S. and M.S. degrees in Electrical Engineering from the Massachusetts Institute of Technology and received his Ph.D. in Electrical Engineering from Stanford University. |
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Name
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Age |
Principal Occupation and Business Experience
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Harold Hughes
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62 | Mr. Hughes has served as our chief executive officer and president since January 2005 and as a director since June 2003. He served as a United States Army Officer from 1969 to 1972 before starting his private sector career at Intel Corporation. Mr. Hughes held a variety of positions within Intel Corporation from 1974 to 1997, including treasurer, vice president of Intel Capital, chief financial officer, and vice president of Planning and Logistics. Following his tenure at Intel, Mr. Hughes was the chairman and chief executive officer of Pandesic, LLC. He holds a B.A. from the University of Wisconsin and an M.B.A. from the University of Michigan. He also serves as a director of Berkeley Technology, Ltd. | ||||
Abraham D. Sofaer
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69 | Mr. Sofaer has served as a director since May 2005. He has been the George P. Shultz Distinguished Scholar and Senior Fellow at the Hoover Institution at Stanford University since 1994. Mr. Sofaer has a long and distinguished career in the legal profession. Prior to assuming his current roles, he served in private practice as a partner at Hughes, Hubbard & Reed in Washington, DC and as the chief legal adviser to the U.S. Department of State. From 1979 to 1985, Mr. Sofaer served as a U.S. District Judge for the Southern District of New York. He was a professor at the Columbia University School of Law from 1969 to 1979, and from 1967 to 1969 was an Assistant U.S. Attorney in the Southern District of New York. Mr. Sofaer graduated magna cum laude with a B.A. in History from Yeshiva College and received his law degree from the New York University School of Law where he was editor-in-chief of the NYU Law Review. He clerked for Hon. J. Skelly Wright on the U.S. Court of Appeals for the District of Columbia Circuit, and for Justice William J. Brennan, Jr. on the U.S. Supreme Court. Mr. Sofaer currently serves as a director of NTI, Inc. and Gen-Probe, Inc. |
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Name
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Age |
Principal Occupation and Business Experience
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J. Thomas Bentley
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58 | Mr. Bentley has served as a director since March 2005. He served as a managing director at SVB Alliant (formerly Alliant Partners), a mergers and acquisitions firm, since he co-founded the firm in 1990 until October 2005. Mr. Bentley holds a B.A. in Economics from Vanderbilt University and an M.S. in Management from the Massachusetts Institute of Technology. Mr. Bentley currently serves on the board of Nanometrics, Inc. | ||||
P. Michael Farmwald, Ph.D.
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53 | Dr. Farmwald has served as a director since our founding in March 1990 and has served as senior technical advisor since October 2006. In addition, he served as vice president and chief scientist from March 1990 to November 1993. Dr. Farmwald founded Skymoon Ventures, a venture capital firm, in 2000. In addition, Dr. Farmwald has co-founded other semiconductor companies, including Matrix Semiconductor, Inc. in 1997. Dr. Farmwald holds a B.S. in Mathematics from Purdue University and a Ph.D. in Computer Science from Stanford University. | ||||
Penelope A. Herscher
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47 | Ms. Herscher has served as a director since July 2006. She currently holds the position of president and chief executive officer of firstRain, Inc., a custom-configured, on-demand intelligence services firm. Prior to joining firstRain, Ms. Herscher held the position of executive vice president and chief marketing officer at Cadence Design Systems. 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. She holds a B.A. with honors in Mathematics from Cambridge University in England. Ms. Herscher serves on the boards of firstRain and several non-profit institutions. |
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Name
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Age |
Principal Occupation and Business Experience
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Kevin Kennedy, Ph.D.
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52 | Dr. Kennedy has served as the non-employee chairman of the Board of Directors since August 2006 and has served as a director since April 2003. He is currently chief executive officer, president and director at JDS Uniphase Corporation, a communications equipment corporation. From August 2001 to September 2003, Dr. Kennedy was the chief operating officer of Openwave Systems, Inc., a software corporation. Prior to joining Openwave Systems Inc., Dr. Kennedy served seven years at Cisco Systems, Inc., a networking corporation, most recently as senior vice president of the Service Provider Line of Business and Software Technologies Division, and 17 years at Bell Laboratories. He holds a B.S. from Lehigh University and an M.S. and Ph.D. from Rutgers University, each in Engineering. Dr. Kennedy is also a director of KLA-Tencor Corp. | ||||
David Shrigley
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59 | Mr. Shrigley has served as a director since October 2006. Mr. Shrigley joined the Board of Directors of Wolfson Microelectronics plc, a supplier of mixed-signal chips for the digital market in November 2006 and became its chief executive officer in March 2007. He served as a general partner at Sevin Rosen Funds, a venture capital firm, from 1999 to 2005. Prior to that, Mr. Shrigley held the position of executive vice president, Marketing, Sales and Service at Bay Networks. Mr. Shrigley served in various executive positions at Intel, including vice president and general manager of Asia Pacific Sales and Marketing Operations based in Hong Kong, and vice president and general manager, Corporate Marketing. Mr. Shrigley holds a B.S. from Franklin University. |
Our Board of Directors held a total of nine meetings during 2007. During 2007, each member of our Board of Directors attended 75% or more of the meetings of the Board of Directors and of the committees, if any, of which she or he was a member. | ||
Director Independence | Our Board of Directors has determined that each of the following directors, constituting a majority of our Board of Directors, 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 independent as defined under NASD Rule 4200 and the applicable rules promulgated by the SEC: J. Thomas Bentley, Kevin Kennedy, Sunlin Chou, David Shrigley, Bruce Dunlevie, Abraham D. Sofaer and Penelope A. Herscher. | |
Each of the committees of our Board of Directors is composed of independent directors as follows: |
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Audit
Committee: J.
Thomas Bentley (Chair)
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Sunlin Chou | ||
Abraham D. Sofaer | ||
Compensation Committee: Penelope A. Herscher (Chair) | ||
Kevin Kennedy | ||
David Shrigley | ||
Corporate Governance/ | ||
Nominating Committee: Kevin Kennedy (Chair) | ||
Sunlin Chou | ||
Penelope A. Herscher | ||
Legal Affairs
Committee: Abraham
D. Sofaer (Chair)
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J. Thomas Bentley | ||
Special Litigation Committee: J. Thomas Bentley | ||
Abraham D. Sofaer | ||
Director Qualifications | Except as may be required by rules promulgated by the NASD or the SEC, there are currently no specific, minimum qualifications that must be met by each candidate for our Board of Directors, nor are there any specific qualities or skills that are necessary for one or more of the members of our Board of Directors to possess. | |
Corporate Governance Principles | We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. We have adopted a code of business conduct and ethics for directors, officers, and employees known as the Code of Business Conduct and Ethics, which is available on our website at http://investor.rambus.com/governance/governance.cfm. | |
Section 16(a) of the Securities Exchange Act requires our executive officers, directors and ten percent stockholders to file reports of ownership and changes in ownership with the SEC. The same persons are required to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of these forms, we believe that during fiscal 2007 all of our executive officers, directors and ten percent stockholders complied with the applicable filing requirements, except for late Forms 4 filed on behalf of Mr. Lavelle and Dr. Scott reporting grants of restricted stock units to each of the officers on October 17, 2007 that were inadvertently reported late by us on their behalf on October 22, 2007. | ||
During 2007, there were four sessions of the independent directors. | ||
Committees of the Board of Directors | During 2007, our Board of Directors had four standing committees: | |
an Audit Committee,
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a Compensation Committee,
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a Corporate Governance/Nominating Committee and
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a Legal Affairs Committee.
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The following describes each committee, its function, its current membership, and the number of meetings held during 2007. Each of the committees operates under a written charter adopted by our |
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Board of Directors. All of the committee charters are available on our website at http://investor.rambus.com/governance/governance.cfm. | ||
Audit Committee | Currently, the Audit Committee is comprised of J. Thomas Bentley, Abraham D. Sofaer and Sunlin Chou, Ph.D., with Mr. Bentley serving as Chair. The Audit Committee oversees our corporate accounting and financial reporting processes and internal controls over financial reporting, as well as our internal and external audits. The Audit Committee held 13 meetings during 2007. Its duties include: | |
Reviewing our accounting and financial reporting
processes and internal controls over financial reporting;
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Providing oversight and review at least annually of
our risk management policies, including our investment policies;
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Retaining the independent auditors, approving their
fees, and providing oversight of communication with them;
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Reviewing the plans, findings and performance of our
internal auditors;
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Reviewing our annual, quarterly and other financial
statements and related disclosure documents; and
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Overseeing special investigations into financial and
other matters, as necessary, such as the independent
investigation into historical stock option grants.
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Our Board of Directors has determined that Mr. Bentley is the Audit Committee financial expert and that Mr. Bentley, together with each of Mr. Sofaer and Dr. Chou, 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 independent as defined under NASD Rule 4200 and the applicable rules promulgated by the SEC. | ||
The Audit Committees role is detailed in the Audit
Committee Charter, which was amended and restated by our Board
of Directors on April 4, 2007, and is available on our
website at http://investor.rambus.com/governance/audit.cfm. |
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Compensation Committee | Currently, the Compensation Committee is composed of Penelope A. Herscher, Kevin Kennedy and David Shrigley, with Ms. Herscher serving as Chair. All members of the Compensation Committee are non-employee, outside directors. The Compensation Committee reviews and determines all forms of compensation to be provided to our executive officers and directors of Rambus, including base compensation, bonuses, and stock compensation. The Compensation Committee held 12 meetings during 2007. Its duties include: | |
Annually review and approve the 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, employment
agreements, severance arrangements, and change in control
agreements/provisions, and any other benefits, compensation or
arrangements;
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Administer our stock option and equity incentive
plans pursuant to the terms of such plans and the authority
delegated by our Board of Directors. In its administration of
the plans, the Compensation Committee may grant stock options,
stock appreciation rights, restricted stock, restricted stock
units or other equity compensation to individuals eligible for
such grants and amend such awards following their grant;
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Adopt, amend and oversee the administration of our
significant employee benefits programs;
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Review external surveys to establish appropriate
ranges of compensation; and
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Retain and terminate any compensation consultant to
assist in the evaluation of CEO or executive officer or director
compensation, and approve the consultants fees and other
terms of service, as well as obtain advice and assistance from
internal or external legal, accounting or other advisors.
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A detailed description of the processes and procedures of the Compensation Committee for considering and determining executive and director compensation is provided in the Executive Compensation section of this proxy statement. | ||
The Compensation Committees role is detailed in the
Compensation Committee Charter, which is available on our
website at http://investor.rambus.com/governance/compensation.cfm. |
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During fiscal year 2007, no interlocking relationship existed between any member of our Compensation Committee and any member of any other companys board of directors or compensation committee, nor has any such interlocking relationship existed in the past. During fiscal year 2007, no member of the Compensation Committee was, or was formerly, an officer or an employee of our Company. | ||
Currently, the Corporate Governance/Nominating Committee is comprised of Kevin Kennedy, Sunlin Chou, and Penelope A. Herscher with Dr. Kennedy serving as Chair of the Corporate Governance/Nominating Committee. The Corporate Governance/Nominating Committee held six meetings during 2007. | ||
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;
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Selecting Board of Directors committee chairs and
committee composition;
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Identifying best practices and recommending
corporate governance principles;
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Overseeing the evaluation of the Board of Directors
and management; and
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Proposing the slate of nominees for election to the
Board of Directors.
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The Corporate Governance/Nominating Committees role is
detailed in the Corporate Governance/Nominating Committee
Charter which is available on our website at http://investor.rambus.com/governance/nominating.cfm. |
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The Corporate Governance/Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. 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 nominees. | ||
It is the policy of the Corporate Governance/Nominating Committee to consider nominees recommended by stockholders for election to our Board of Directors. Stockholder recommendations for candidates to our Board of Directors must be directed in writing to Rambus Inc., 4440 El Camino Real, Los Altos, CA 94022, Attention: Secretary, and must include: the candidates name, age, business address and residence address; the candidates principal occupation or employment; the number of shares of the company which are beneficially owned by such candidate; a description of all arrangements or understandings between the stockholder making such nomination and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; detailed biographical data and qualifications; information regarding any relationships between the candidate and the Company within the last three years; any other information relating to such nominee that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. A stockholders recommendation to the Secretary must also set forth: the name and address, as they appear on the Companys books, of the stockholder making such recommendation; the class and number of shares of the Company which are beneficially owned by the stockholder and the date such shares were acquired by the stockholder; any material interest of the stockholder in such nomination; any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, in his capacity as a proponent to a stockholder proposal; and a statement from the recommending stockholder in support of the candidate, references for the candidate, and an indication of the candidates willingness to serve, if elected. | ||
On March 10, 2006, our Board of Directors established a Legal Affairs Committee as a standing committee of the Board and approved the committees charter, which is posted on the Companys website at http://investor.rambus.com/governance/legal_affairs.cfm. The Legal Affairs Committee is comprised of the following independent directors: Abraham D. Sofaer and J. Thomas Bentley, with Mr. Sofaer serving as Chair of the Legal Affairs Committee. The purpose of the Legal Affairs |
13
Committee is to provide us and our stockholders with an independent committee of directors who can assist the Board of Directors and management in dealing with law-related issues on an ongoing basis. These issues may include litigation efforts, settlement negotiations, investigations, and other matters. | ||
On October 18, 2006, the Audit Committee recommended, and the Board of Directors approved, the formation of a Special Litigation Committee (the SLC) to evaluate potential claims or other actions arising from the findings of the Audit Committees investigation of the timing of past stock option grants and other related accounting issues. The SLC is comprised of the following independent directors: J. Thomas Bentley and Abraham Sofaer. Messrs. Bentley and Sofaer are disinterested directors for the purpose of the SLC and they are not believed to have past or present business dealings with any potential subjects of the investigation that would impair their ability to act independently and in good faith. | ||
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 us, 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 writing 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, on an annual basis and upon any new appointment of a director and executive officer, each is required to complete a Director and Officer Questionnaire, 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 NASD Rule 4200 and the applicable rules promulgated by the SEC. | |
|
The Board recommends that you vote FOR the election to the Board of Directors of each of the nominees proposed above. |
14
PricewaterhouseCoopers LLP (or its predecessor, Coopers & Lybrand L.L.P.) has audited our financial statements since 1991. Representatives of PricewaterhouseCoopers LLP may be present at the Annual Meeting to respond to appropriate questions and to make a statement if they so desire. | ||
Principal Accountant Fees and
Services
|
The aggregate fees billed for professional accounting services by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2007, and December 31, 2006 are as follows: |
Fiscal |
Fiscal |
|||||||||||
Year Ended |
Year Ended |
|||||||||||
December 31, |
December 31, |
|||||||||||
2007 | 2006 | |||||||||||
Audit Fees(1) | $ | 9,378,555 | $ | 2,163,546 | ||||||||
Audit-Related Fees | $ | | $ | | ||||||||
Tax Fees(2) | $ | 6,415 | $ | 40,851 | ||||||||
All Other Fees(3) | $ | 3,000 | $ | 2,437 | ||||||||
Total Fees | $ | 9,387,970 | $ | 2,206,834 | ||||||||
(1) | Audit Fees consist of fees for PricewaterhouseCoopers LLPs professional services rendered for the audit of the Companys consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports. Fees relating to professional services rendered for the audits of managements assessment of the effectiveness of internal controls over financial reporting in fiscal 2006 and the effectiveness of internal control over financial reporting in fiscal 2007 and 2006 are included under Audit Fees. The fiscal 2007 Audit Fees include fees of approximately 6.7 million relating to professional services rendered for the restated financial statements as a result of the investigation into historical stock option grants. | |
(2) | Tax Fees primarily relate to statutory tax compliance and technical tax advice in both years presented. | |
(3) | All Other Fees consist of fees for products and services other than the services described above. During fiscal 2007 and fiscal 2006, these fees related to a license to PricewaterhouseCoopers LLPs |
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online accounting and auditing research tool and disclosure checklist. |
The Audit Committees 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 LLPs independence. | ||
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 recommends that you vote FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2008. |
16
Number of |
Percentage of |
|||||||||||
Shares |
Options |
Shares |
||||||||||
Beneficially |
Exercisable |
Beneficially |
||||||||||
Name or Group of Beneficial Owners
|
Owned | in 60 Days | Owned(1) | |||||||||
PRIMECAP Management Company(2)
225 South Lake Ave. #400 Pasadena, CA 91101 |
11,027,021 | | 10.60 | % | ||||||||
FMR LLC and affiliates(3)
82 Devonshire Street Boston, MA 02109 |
8,890,580 | | 8.54 | % | ||||||||
OppenheimerFunds, Inc.(4)
Two World Financial Center 225 Liberty Street New York, NY 10281 |
6,131,550 | | 5.89 | % | ||||||||
Glenhill Advisors, LLC(5)
598 Madison Avenue, 12th Floor New York, NY 10022 |
5,400,000 | | 5.19 | % | ||||||||
Vanguard Horizon Funds Vanguard Capital(6)
Opportunity Fund 100 Vanguard Blvd. Malvern, PA 19355 |
5,205,000 | | 5.00 | % | ||||||||
Harold Hughes, Director, Chief Executive Officer and President
|
524,084 | 444,084 | * | |||||||||
Satish Rishi, Senior Vice President, Finance and Chief Financial
Officer
|
169,063 | 113,000 | * | |||||||||
Thomas R. Lavelle, Senior Vice President and General Counsel
|
59,758 | 53,333 | * | |||||||||
Sharon E. Holt, Senior Vice President, Worldwide Sales,
Licensing and Marketing
|
205,448 | 205,000 | * | |||||||||
Martin Scott, Senior Vice President, Engineering
|
53,333 | 53,333 | * | |||||||||
J. Thomas Bentley, Director
|
54,581 | 47,498 | * | |||||||||
Sunlin Chou, Director
|
31,665 | 31,665 | * | |||||||||
Bruce Dunlevie, Director(7)
|
687,156 | 161,664 | * | |||||||||
P. Michael Farmwald, Director
|
2,539,900 | 61,664 | 2.44 | % | ||||||||
Penelope A. Herscher, Director
|
20,416 | 20,416 | * | |||||||||
Mark Horowitz, Director
|
1,446,225 | 71,249 | 1.39 | % | ||||||||
Kevin Kennedy, Chairman of the Board
|
101,664 | 101,664 | * | |||||||||
David Shrigley, Director
|
17,916 | 17,916 | * | |||||||||
Abraham D. Sofaer, Director
|
43,059 | 40,832 | * | |||||||||
All current directors and executive officers as a group
(16 persons)
|
6,740,250 | 2,180,650 | 6.34 | % |
17
* | (Less than 1%) | |
(1) | Percentage of shares beneficially owned is based on 104,059,454 shares outstanding as of March 10, 2008. | |
(2) | As reported on Schedule 13G/A filed on February 14, 2008. | |
(3) | As reported on Schedule 13G/A filed on February 14, 2008. The Schedule 13G/A was filed jointly on behalf of FMR LLC, Edward C. Johnson 3d, Fidelity Management & Research Company and Fidelity Growth Company Fund in connection with the beneficial ownership of our Common Stock. | |
(4) | As reported on Schedule 13G filed on February 5, 2008. | |
(5) | As reported on Schedule 13G filed on February 4, 2008. The Schedule 13G was filed jointly by Glenhill Advisors, LLC, Glenn J. Krevlin and Glenhill Capital Management, LLC. Glenn J. Krevlin is the managing member and control person of Glenhill Advisors, LLC. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the general partner and investment advisor of Glenhill Capital LP, a security holder of the issuer, managing member of Glenhill Concentrated Long Master Fund, LLC, a security holder of the issuer, general partner of Glenhill Concentrated Fund, LP, a security holder of the Company, and sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill Capital Overseas GP, Ltd. is general partner of Glenhill Capital Overseas Master Fund, LP, a security holder of the Company. | |
(6) | As reported on Schedule 13G/A on February 27, 2008. | |
(7) | Includes 129,332 shares held jointly with his spouse, Elizabeth W. Dunlevie. |
Name
|
Age |
Position and Business Experience
|
||||
Kevin S. Donnelly
|
46 | Senior Vice President, Engineering. Mr. Donnelly joined us in 1993. Mr. Donnelly has served in his current position since March 2006. From January 2005 to March 2006, Mr. Donnelly served as co-vice president of Engineering. From October 2002 to January 2005 he served as vice president, Logic Interface Division. Mr. Donnelly held various engineering and management positions before becoming vice president, Logic Interface Division in October 2002. Before joining us, Mr. Donnelly held engineering positions at National Semiconductor, Sipex, and Memorex, over an eight year period. He holds a B.S. in Electrical Engineering and Computer Sciences from the University of California, Berkeley, and an M.S. in Electrical Engineering from San Jose State University. |
18
Name
|
Age |
Position and Business Experience
|
||||
Sharon E. Holt
|
43 | Senior Vice President, Worldwide Sales, Licensing and Marketing. Ms. Holt has served as our senior vice president, Worldwide Sales, Licensing and Marketing (formerly titled Worldwide Sales and Marketing) since joining us in August 2004. From November 1999 to July 2004, Ms. Holt held various positions at Agilent Technologies, Inc., an electronics instruments and controls company, most recently as vice president and general manager, Americas Field Operations, Semiconductor Products Group. Prior to Agilent Technologies, Inc., Ms. Holt held various engineering, marketing, and sales management positions at Hewlett-Packard Company, a hardware manufacturer. Ms. Holt holds a B.S. in Electrical Engineering, with a minor in Mathematics, from the Virginia Polytechnic Institute and State University. | ||||
Harold Hughes
|
62 | Chief Executive Officer and President. Mr. Hughes has served as our chief executive officer and president since January 2005 and as a director since June 2003. He served as a United States Army Officer from 1969 to 1972 before starting his private sector career with Intel Corporation. Mr. Hughes held a variety of positions within Intel Corporation from 1974 to 1997, including treasurer, vice president of Intel Capital, chief financial officer, and vice president of Planning and Logistics. Following his tenure at Intel, Mr. Hughes was the chairman and chief executive officer of Pandesic, LLC. He holds a B.A. from the University of Wisconsin and an M.B.A. from the University of Michigan. He also serves as a director of Berkeley Technology, Ltd. | ||||
Thomas R. Lavelle
|
58 | Senior Vice President and General Counsel. Mr. Lavelle has served in his current position since December 2006. Previous to that, Mr. Lavelle served as vice president and general counsel at Xilinx, one of the worlds leading suppliers of programmable chips. Mr. Lavelle joined Xilinx in 1999 after spending more than 15 years at Intel Corporation where he held various positions in the legal department. Mr. Lavelle earned a J.D. from Santa Clara University School of Law and a B.A. from the University of California at Los Angeles. |
19
Name
|
Age |
Position and Business Experience
|
||||
Satish Rishi
|
48 | Senior Vice President, Finance and Chief Financial Officer. Mr. Rishi joined us in his current position in April 2006. Prior to joining us, Mr. Rishi held the position of executive vice president of finance and chief financial officer of Toppan Photomasks, Inc., (formerly DuPont Photomasks, Inc.), one of the worlds leading photomask providers, from November 2001 to April 2006. During his 20-year career, Mr. Rishi has held senior financial management positions at semiconductor and electronic manufacturing companies. He served as vice president and assistant treasurer at Dell Inc. Prior to Dell, Mr. Rishi spent 13 years at Intel Corporation, where he held financial management positions both in the United States and overseas, including assistant treasurer. Mr. Rishi holds a B.S. with honors in Mechanical Engineering from Delhi University in Delhi, India and an M.B.A. from the University of California at Berkeleys Haas School of Business. He also serves as a director of Measurement Specialties, Inc. | ||||
Michael Schroeder
|
48 | Vice President, Human Resources. Mr. Schroeder has served as our vice president, Human Resources since joining us in June 2004. From April 2003 to May 2004, Mr. Schroeder was vice president, Human Resources at DigitalThink, Inc., an online service company. From August 2000 to August 2002, Mr. Schroeder served as vice president, Human Resources at Alphablox Corporation, a software company. From August 1992 to August 2000, Mr. Schroeder held various positions at Synopsys, Inc., a software and programming company, including vice president, California Site Human Resources, group director Human Resources, director Human Resources and employment manager. Mr. Schroeder attended the University of Wisconsin, Milwaukee and studied Russian. |
20
Name
|
Age |
Position and Business Experience
|
||||
Martin Scott
|
52 | Senior Vice President, Engineering. Dr. Scott has served in his current position since December 2006. Dr. Scott joined us from PMC-Sierra, Inc., a provider of broadband communications and storage integrated circuits, where he was most recently vice president and general manager of its Microprocessor Products Division from March 2006. Dr. Scott was the vice president and general manager for the I/O Solutions Division (which was purchased by PMC-Sierra) of Avago Technologies Limited, an analog and mixed signal semiconductor components and subsystem company, from October 2005 to March 2006. Dr. Scott held various positions at Agilent Technologies, including as vice president and general manager for the I/O Solutions division from October 2004 to October 2005, when the division was purchased by Avago Technologies, vice president and general manager of the ASSP Division from March 2002 until October 2004, and, before that, Network Products operation manager. Dr. Scott started his career in 1981 as a member of the technical staff at Hewlett Packard Laboratories and held various management positions at Hewlett Packard and was appointed ASIC business unit manager in 1998. He earned a B.S. from Rice University and holds both an M.S. and Ph.D. from Stanford University. |
21
22
23
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| We amended the charter of our Compensation Committee to, among other things, clearly delineate the Compensation Committees authority to issue stock options and grant the Compensation Committee authority over all of the Companys significant benefit programs; | |
| We implemented new policies regarding the approvals required for stock option grants, including: |
| All awards to vice presidents and above are approved by the Compensation Committee; | |
| Below the vice president level, the Compensation Committee approves on an annual basis award ranges by organizational level for new hire and regular annual awards, and specific award determinations are made within these ranges by our Chief Executive Officer and Vice President of Human Resources, with review by our Chief Financial Officer; | |
| The Compensation Committee reviews and approves all new hire and regular annual awards that are outside the approved guidelines for employees below the vice president level; and | |
| Any off-cycle awards to employees below the vice president level (for example, awards due to promotion) are approved by the Compensation Committee; |
| We adopted policies to ensure that stock option grants reflect the appropriate grant price and date, including the following: |
| We changed our new hire grant procedures for executive officers and other employees to be made on the first trading day of the month following their date of hire; and | |
| The Compensation Committee approved moving the annual performance equity grant date for all employees to the first trading day in February of each year to provide a date certain for all annual equity awards; |
| We have standardized our vesting schedules; | |
| We added improved internal controls to verify key elements of our policy and process compliance, including additional review and back-up audit requirements for both pre- and post-grant administration; | |
| We have established a vacation and leave of absence policy with respect to the granting and vesting of stock options; and | |
| We approved stock ownership guidelines for our officers and members of our Board of Directors, as discussed below under Executive Compensation Components Stock Ownership Guidelines. |
| Annual Base Salary; | |
| Annual Variable Compensation; | |
| Equity Based Compensation; and | |
| All Other Compensation, which includes 401(k) match, health/welfare and other standard benefits. |
25
Name
|
2007 Salary | 2008 Salary | Percentage Increase | |||||||||
Harold Hughes
|
$ | 420,000 | $ | 440,000 | 4.8 | % | ||||||
Satish Rishi
|
$ | 306,000 | $ | 318,240 | 4.0 | % | ||||||
Thomas R. Lavelle
|
$ | 300,000 | $ | 312,000 | 4.0 | % | ||||||
Sharon E. Holt
|
$ | 300,000 | $ | 312,000 | 4.0 | % | ||||||
Martin Scott
|
$ | 290,000 | $ | 301,600 | 4.0 | % |
26
2008 Bonus |
Percentage of 2008 |
|||||||
Name
|
Target Amount | Base Salary | ||||||
Harold Hughes
|
$ | 440,000 | 100.0 | % | ||||
Satish Rishi
|
$ | 240,000 | 75.4 | % | ||||
Thomas R. Lavelle
|
$ | 240,000 | 76.9 | % | ||||
Sharon E. Holt
|
$ | 275,000 | 88.3 | % | ||||
Martin Scott
|
$ | 205,000 | 68.0 | % |
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28
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Change in |
||||||||||||||||||||||||||||||||||||
Pension |
||||||||||||||||||||||||||||||||||||
Value and |
||||||||||||||||||||||||||||||||||||
Nonqualified |
||||||||||||||||||||||||||||||||||||
Non-Equity |
Deferred |
|||||||||||||||||||||||||||||||||||
Stock |
Option |
Incentive Plan |
Compensation |
All Other |
||||||||||||||||||||||||||||||||
Salary |
Bonus |
Awards |
Awards |
Compensation |
Earnings |
Compensation |
Total |
|||||||||||||||||||||||||||||
Name and Title
|
Year | ($) | (1)($) | (2)($) | (3)($) | (4)($) | ($) | (5)($) | ($) | |||||||||||||||||||||||||||
Harold Hughes
|
2007 | 416,250 | 168,000 | | 568,717 | | | 16,643 | 1,169,610 | |||||||||||||||||||||||||||
Chief Executive Officer
|
2006 | 375,000 | | | 1,857,443 | 662,282 | | 9,388 | 2,904,113 | |||||||||||||||||||||||||||
Satish Rishi
|
2007 | 305,500 | 90,000 | 428,109 | (6) | 227,487 | | | 17,091 | 1,068,186 | ||||||||||||||||||||||||||
Senior Vice President,
|
2006 | 208,077 | - | 305,995 | 868,169 | 256,445 | | 451,886 | (7) | 2,090,572 | ||||||||||||||||||||||||||
Finance and Chief Financial Officer
|
||||||||||||||||||||||||||||||||||||
Thomas R. Lavelle
|
2007 | 300,000 | 90,000 | 48,961 | (8) | 487,709 | (9) | | | 8,328 | 934,998 | |||||||||||||||||||||||||
Senior Vice President
|
2006 | 24,038 | | | | | | 151,525 | (10) | 175,563 | ||||||||||||||||||||||||||
and General Counsel
|
||||||||||||||||||||||||||||||||||||
Sharon E. Holt
|
2007 | 297,917 | 100,00 | | 181,989 | 346,153 | | 12,348 | 592,254 | |||||||||||||||||||||||||||
Senior Vice President,
|
2006 | 275,000 | | | 211,167 | | | 12,090 | 844,410 | |||||||||||||||||||||||||||
Worldwide Sales, Licensing and Marketing
|
||||||||||||||||||||||||||||||||||||
Martin Scott
|
2007 | 294,462 | 76,000 | 19,671 | (8) | 487,709 | (9) | | | 13,278 | 891,120 | |||||||||||||||||||||||||
Senior Vice President,
|
2006 | | | | | | | | | |||||||||||||||||||||||||||
Engineering
|
(1) | Amounts for fiscal year 2007 consist of bonuses earned for services rendered in fiscal year 2007 based upon the Compensation Committees discretion in funding the incentive plan for the executives at 40% of the pre-approved target funding level for fiscal year 2007, as described fully under Compensation Discussion & Analysis Executive Compensation Components Performance-based Incentive Plan. | |
(2) | Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the dollar amounts recognized for financial statement reporting purposes by us in fiscal year 2007 and previous years for stock awards in accordance with the provisions of SFAS 123(R). The assumptions used to calculate the value of stock awards are set forth under Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2007. | |
(3) | Amounts shown do not reflect compensation actually received by the named executive officers. Instead, the amounts shown are the dollar amounts, disregarding the estimate of forfeitures related to service-based vesting conditions, recognized for financial statement reporting purposes by us for stock option awards in accordance with the provisions of SFAS 123(R). Stock compensation expense calculations for financial statement purposes spread the grant date cost of those awards over the service period. Therefore, amounts in this column include the expense for awards granted in fiscal year 2007 and previous years. The assumptions used to calculate the value of stock option awards are set forth under Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2007. | |
(4) | Amounts consist of bonuses earned for services rendered in fiscal year 2007 and previous years under our performance-based incentive plan, which is generally described under Compensation Discussion & Analysis Executive Compensation Components Performance-based Incentive Plan. | |
(5) | In addition to any specific other compensation disclosed with respect to individual named executive officers, amounts reported in the All Other Compensation column for 2007 and previous years consist of matching contributions to the named executive officers 401(k) accounts and premiums paid for health and welfare insurance policies. |
30
(6) | Mr. Rishi received a performance based award of restricted stock units made in February 2007 that was issued upon the filing of the Rambus S-8 Registration Statement in October 2007, as described fully under Compensation Discussion & Analysis Executive Compensation Components Long-term Equity Incentive Compensation Stock Awards and Option Grants. | |
(7) | Reflects taxable and non-taxable relocation benefits, tax expenses related to these relocation benefits and a sign-on bonus paid to Mr. Rishi. | |
(8) | Represents awards of restricted stock units made in connection with the hiring of Mr. Lavelle and Dr. Scott in fiscal year 2006 and that were issued upon the filing of the Rambus S-8 Registration Statement in October 2007. | |
(9) | Represents stock options granted in connection with the hiring of Mr. Lavelle and Dr. Scott in fiscal year 2006 and that were issued upon the filing of the Rambus S-8 Registration Statement. | |
(10) | Reflects a sign-on bonus paid to Mr. Lavelle. |
All Other |
All Other |
|||||||||||||||||||||||||||||||||||||||||||||||
Stock |
Option |
|||||||||||||||||||||||||||||||||||||||||||||||
Awards |
Awards: |
Exercise |
Grant Date |
|||||||||||||||||||||||||||||||||||||||||||||
Number of |
Number of |
or Base |
Fair Value |
|||||||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under Equity |
Shares or |
Securities |
Price of |
of Stock & |
||||||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Incentive Plan Awards |
Stock |
Underlying |
Option |
Options |
|||||||||||||||||||||||||||||||||||||||||||
Grant |
Approval |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum |
Units |
Options |
Awards |
Awards |
|||||||||||||||||||||||||||||||||||||
Name
|
Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (2)(#) | (3)(#) | ($/Sh) | ($)(4) | ||||||||||||||||||||||||||||||||||||
Harold Hughes
|
2/1/2007 | 1/15/2007 | | | | | | | | 250,000 | 18.69 | 3,118,550 | ||||||||||||||||||||||||||||||||||||
1/15/2007 | 252,000 | 420,000 | 1,470,000 | | | | | | | | ||||||||||||||||||||||||||||||||||||||
Satish Rishi
|
10/18/2007 | 1/15/2007 | | | | | | | 100,000 | | 0.00 | 1,869,000 | ||||||||||||||||||||||||||||||||||||
2/1/2007 | 1/15/2007 | | | | | | | | 100,000 | 18.69 | 1,247,420 | |||||||||||||||||||||||||||||||||||||
1/15/2007 | 135,000 | 225,000 | 787,500 | | | | | | | | ||||||||||||||||||||||||||||||||||||||
Thomas R. Lavelle
|
10/17/2007 | 11/21/2006 | | | | | | | 40,000 | | 0.00 | 766,400 | ||||||||||||||||||||||||||||||||||||
1/3/2007 | 11/21/2006 | | | | | | | | 200,000 | 19.16 | 2,460,100 | |||||||||||||||||||||||||||||||||||||
1/15/2007 | 135,000 | 225,000 | 787,500 | | | | | | | | ||||||||||||||||||||||||||||||||||||||
Sharon E. Holt
|
2/1/2007 | 1/15/2007 | | | | | | | | 80,000 | 18.69 | 997,936 | ||||||||||||||||||||||||||||||||||||
1/15/2007 | 150,000 | 250,000 | 875,000 | | | | | | | | ||||||||||||||||||||||||||||||||||||||
Martin Scott
|
10/17/2007 | 12/28/2006 | | | | | | | 20,000 | | 0.00 | 383,200 | ||||||||||||||||||||||||||||||||||||
1/3/2007 | 12/28/2006 | | | | | | | | 200,000 | 19.16 | 2,460,100 | |||||||||||||||||||||||||||||||||||||
1/15/2007 | 114,000 | 190,000 | 665,000 | | | | | | | |
(1) | Amounts shown are estimated payouts for fiscal year 2007 to the named executive officers based on the 2007 bonus targets under the plan discussed under Compensation Discussion & Analysis Executive Compensation Components Performance-based Incentive Plan. Actual bonuses received by these named executive officers for fiscal 2007 are reported in the Summary Compensation for Fiscal Year 2007 table under the column entitled Bonus and described under Compensation Discussion & Analysis Executive Compensation Components Performance-based Incentive Plan. | |
(2) | Represents awards of restricted stock units granted in connection with the hiring of Mr. Lavelle and Dr. Scott in fiscal year 2006 and that were granted upon the filing of the Rambus S-8 Registration Statement. The stock award to Mr. Rishi is a performance based grant from February 2006 which was contingent upon the Company filing its S-8 Registration Statement. | |
(3) | Represents stock options granted in connection with the hiring of Mr. Lavelle and Dr. Scott in fiscal year 2006. Stock option grants to all other named executives are performance based options in fiscal year 2007. | |
(4) | The value of a stock award or option award is based on the fair market value as of the grant date of such award determined pursuant to SFAS 123(R), disregarding the estimate of forfeitures related to service-based vesting conditions. Stock awards consist of restricted stock unit awards. The exercise price for all options granted to the named executive officers is 100% of the fair market value of the shares on the grant date. The option exercise |
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price has not been deducted from the amounts indicated above. Regardless of the value placed on a stock option on the grant date, the actual value of the option will depend on the amount the market value of our Common Stock at such date in the future when the option is exercised exceeds the exercise price. |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity |
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Incentive |
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Plan |
Equity |
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Equity |
Awards: # |
Incentive |
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Incentive |
of |
Plan Awards: |
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Plan |
Unearned |
Mkt or |
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Awards: |
Shares, |
Payout Value |
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# of |
# of |
# of |
Mkt Value of |
Units or |
of Unearned |
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Securities |
Securities |
Securities |
Shares or |
Other |
Shares, Units |
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Underlying |
Underlying |
Underlying |
# of Shares or |
Units of Stock |
Rights |
or Other |
||||||||||||||||||||||||||||||
Unexercised |
Unexercised |
Unexercised |
Option |
Option |
Units of Stock |
That Have |
That Have |
Rights That |
||||||||||||||||||||||||||||
Option (#) |
Option (#) |
Unearned |
Exercise |
Expiration |
That Have |
Not Vested |
Not |
Have Not |
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Name
|
Exercisable | Unexercisable | Options (#) | Price ($) | Date | Not Vested (#) | ($)(1) | Vested (#) | Vested ($) | |||||||||||||||||||||||||||
Harold Hughes
|
41,666 | (2) | 208,334 | | 18.69 | 2/1/2017 | | | | | ||||||||||||||||||||||||||
103,500 | (3) | 166,500 | | 22.94 | 1/6/2016 | | | | | |||||||||||||||||||||||||||
182,291 | (4) | 67,709 | | 21.51 | 1/10/2015 | | | | | |||||||||||||||||||||||||||
10,376 | (5) | 4,167 | | 16.07 | 10/1/2014 | | | | | |||||||||||||||||||||||||||
40,000 | (6) | | | 17.51 | 6/2/2013 | | | | | |||||||||||||||||||||||||||
Satish Rishi
|
| | | | | 100,000 | (9) | 2,094,000 | | | ||||||||||||||||||||||||||
16,666 | (7) | 83,334 | | 18.69 | 2/1/2017 | | | | | |||||||||||||||||||||||||||
73,333 | (8) | 146,667 | | 40.80 | 4/11/2016 | | | | | |||||||||||||||||||||||||||
| | | | | 30,000 | (10) | 628,200 | | | |||||||||||||||||||||||||||
Thomas R. Lavelle
|
| | | | | 40,000 | (12) | 837,600 | | | ||||||||||||||||||||||||||
36,666 | (11) | 163,334 | | 19.16 | 1/3/2017 | | | | | |||||||||||||||||||||||||||
Sharon E. Holt
|
13,333 | (2) | 66,667 | | 18.69 | 2/1/2017 | | | | | ||||||||||||||||||||||||||
28,750 | (3) | 46,250 | | 22.94 | 1/6/2016 | | | | | |||||||||||||||||||||||||||
| 32,000 | (15) | | 24.04 | 12/3/2014 | | | | | |||||||||||||||||||||||||||
133,333 | (14) | 66,667 | | 16.76 | 8/2/2014 | | | | | |||||||||||||||||||||||||||
Martin Scott
|
| | | | | 20,000 | (13) | 418,800 | | | ||||||||||||||||||||||||||
36,666 | (11) | 163,334 | | 19.16 | 1/3/2017 | | | | |
(1) | The market value is calculated using the closing price of our Common Stock of $20.94 on December 31, 2007 (the last trading day of 2007), as reported on The Nasdaq Global Select Market, multiplied by the unvested stock amount. | |
(2) | The option was granted on February 1, 2007. Options representing 10% of the shares vested six months from the grant date, and the remaining shares vest in equal monthly installments until it is fully vested on February 1, 2012. | |
(3) | The option was granted on January 6, 2006. Options representing 10% of the shares vested six months from the grant date, and the remaining shares vest in equal monthly installments until it is fully vested on January 6, 2011. | |
(4) | The option was granted on January 10, 2005. Options representing 1/48th of the shares vest monthly during the four year period following the grant date. | |
(5) | The option was granted on October 1, 2004. Options representing 1/48th of the shares vest monthly over the four year period following the grant date. | |
(6) | The option was granted on June 2, 2003. Options representing 5,000 shares vested on December 2, 2003, and the remaining options vested in equal monthly installments until it was fully vested on June 2, 2007. |
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(7) | The option was granted on February 1, 2007. Options representing 10% shares vested six months from the grant date, and the remaining shares vest in equal monthly installments until it is fully vested on February 1, 2012. | |
(8) | The option was granted on April 11, 2006. Options representing 10% shares vested six months from the grant date, and the remaining shares vest in equal monthly installments until it is fully vested on April 11, 2011. | |
(9) | The restricted stock unit was granted on October 18, 2007. 25,000 units vested on February 1, 2008. Thereafter, the remaining shares shall vest in equal installments of 25,000 shares on each one-year anniversary. | |
(10) | The restricted stock award was granted on April 11, 2006. A portion of the restricted stock award representing 5,000 units each vested respectively on October 23, 2006 and April 24, 2007, and the restricted stock representing 10,000 units will vest on the first available trading day under our insider trading policy in April 2008, 2009, and 2010. | |
(11) | The option was granted on January 3, 2007. Options representing 10% shares vested six months from the grant date, and the remaining shares vest in equal monthly installments until it is fully vested on January 3, 2012. | |
(12) | The restricted stock unit was granted on October 17, 2007. The grant shall vest in equal installments of 10,000 units on each anniversary date of hire date or the next open window until it is fully vested. | |
(13) | The restricted stock unit was granted on October 17, 2007. The grant shall vest in equal installments of 5,000 units on each anniversary grant date or the next open window until it is fully vested. | |
(14) | The option was granted on August 2, 2004. Options representing 10% of the shares vested six months from the grant date, and the remaining shares vest in equal monthly installments until it is fully vested on August 2, 2009. | |
(15) | The option was granted on December 3, 2004. Options representing 1/12th of the total grant will begin vesting in monthly installments on January 31, 2009 and will be fully vested on December 31, 2009. |
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Option Awards | Stock Awards | |||||||||||||||
Number of |
Number of |
|||||||||||||||
Shares |
Value |
Shares |
Value |
|||||||||||||
Acquired on |
Realized on |
Acquired on |
Realized on |
|||||||||||||
Name
|
Exercise (#) | Exercise ($) | Vesting (#) | Vesting(1)($) | ||||||||||||
Harold Hughes
|
| | | | ||||||||||||
Satish Rishi
|
| | 5,000 | 102,000 | ||||||||||||
Thomas R. Lavelle
|
| | | | ||||||||||||
Sharon E. Holt
|
| | | | ||||||||||||
Martin Scott
|
| | | |
(1) | The value realized equals the market value of our Common Stock on the vesting date, multiplied by the number of shares that vested. |
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Total Value of |
||||||||||||
Value of |
Value of |
Accelerated |
||||||||||
Accelerated |
Accelerated |
Options and |
||||||||||
Name
|
Stock Options ($) | Stock Awards ($) | Stock Awards ($) | |||||||||
Harold Hughes
|
770,524 | | 770,524 | |||||||||
Satish Rishi
|
225,000 | 2,722,170 | 2,947,170 | |||||||||
Thomas R. Lavelle
|
356,000 | 837,600 | 1,193,600 | |||||||||
Sharon E. Holt
|
1,016,000 | | 1,016,000 | |||||||||
Martin Scott
|
356,000 | 418,800 | 774,800 |
Change in |
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Pension and |
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Value and |
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Fees |
Non-Qualified |
|||||||||||||||||||||||||||
Earned |
Non-Equity |
Deferred |
||||||||||||||||||||||||||
or Paid in |
Stock |
Option |
Incentive Plan |
Compensation |
All Other |
|||||||||||||||||||||||
Cash |
Awards(1) |
Awards(2) |
Compensation |
Earnings |
Compensation |
Total |
||||||||||||||||||||||
Name
|
($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||
J. Thomas Bentley
|
140,000 | | 15,497 | (3) | | | | 155,497 | ||||||||||||||||||||
Sunlin Chou
|
75,000 | | 15,497 | (4) | | | | 90,497 | ||||||||||||||||||||
Bruce Dunlevie
|
40,000 | | 619,746 | (5) | | | | 659,746 | ||||||||||||||||||||
P. Michael Farmwald
|
40,000 | | 15,497 | (6) | | | | 55,497 | ||||||||||||||||||||
Penelope A. Herscher
|
85,000 | | 15,497 | (7) | | | | 100,497 | ||||||||||||||||||||
Kevin Kennedy
|
100,000 | | 15,497 | (8) | | | | 115,497 | ||||||||||||||||||||
David Shrigley
|
79,000 | | 15,497 | (9) | | | | 94,497 | ||||||||||||||||||||
Abraham Sofaer
|
125,000 | (10) | | 15,497 | (11) | | | | 140,497 |
(1) | None of the directors held any restricted stock units or restricted stock awards at the end of 2007. | |
(2) | Amounts shown do not reflect compensation actually received by the non-employee directors. Instead, the amounts shown are the dollar amounts, disregarding the estimate of forfeitures related to service-based vesting conditions, recognized for financial statement reporting purposes by us in fiscal year 2007 for stock option awards in accordance with the provisions of SFAS 123(R). Stock compensation expense calculations for financial statement purposes spread the grant date cost of those awards over the vesting period. Therefore, amounts in this column include the unadjusted period expense for awards granted in fiscal year 2007. The assumptions used to calculate the value of stock option awards are set forth under Note 2 of the Notes to |
35
Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2007. | ||
(3) | Reflects the compensation costs recognized by us in 2007 associated with an option award of 20,000 shares of Common Stock made on October 1, 2007 at an exercise price of $19.63 per share, with a fair value as of the grant date of $12.4399 per share disregarding forfeiture assumptions. Mr. Bentley had options to purchase an aggregate of 92,917 shares outstanding as of December 31, 2007. | |
(4) | Reflects the compensation costs recognized by us in 2007 associated with an option award of 20,000 shares of Common Stock made on October 1, 2007 at an exercise price of $19.63 per share, with a fair value as of the grant date of $12.4399 per share disregarding forfeiture assumptions. Dr. Chou had options to purchase an aggregate of 80,000 shares outstanding as of December 31, 2007. | |
(5) | Reflects the compensation costs recognized by us in 2007 associated with (a) an option award of 20,000 shares of Common Stock made on October 1, 2007 at an exercise price of $19.63 per share, with a fair value as of the grant date of $12.4399 disregarding forfeiture assumptions, (b) an option award of 20,000 shares of Common Stock made on October 1, 1997 at an exercise price of $13.9063 per share, that was modified in its terms to extend the length of time allowed to exercise the option, (c) an option award of 100,000 shares of Common Stock made on February 12, 1997 at an exercise price of $2.00 per share, that was modified in its terms to extend the length of time allowed to exercise the option and (d) an option award of 40,000 shares of Common Stock made on February 12, 1997 at an exercise price of $2.00 per share, that was modified in its terms to extend the length of time allowed to exercise the option. Mr. Dunlevie had options to purchase an aggregate of 200,000 shares outstanding as of December 31, 2007. | |
(6) | Reflects the compensation costs recognized by us in 2007 associated with an option award of 20,000 shares of Common Stock made on October 1, 2007 at an exercise price of $19.63 per share, with a fair value as of the grant date of $12.4399 disregarding forfeiture assumptions. Dr. Farmwald had options to purchase an aggregate of 100,000 shares outstanding as of December 31, 2007. | |
(7) | Reflects the compensation costs recognized by us in 2007 associated with an option award of 20,000 shares of Common Stock made on October 1, 2007 at an exercise price of $19.63 per share, with a fair value as of the grant date of $12.4399 disregarding forfeiture assumptions. Ms. Herscher had options to purchase an aggregate of 60,000 shares outstanding as of December 31, 2007. | |
(8) | Reflects the compensation costs recognized by us in 2007 associated with an option award of 20,000 shares of Common Stock made on October 1, 2007 at an exercise price of $19.63 per share, with a fair value as of the grant date of $12.4399 disregarding forfeiture assumptions. Dr. Kennedy had options to purchase an aggregate of 140,000 shares outstanding as of December 31, 2007. | |
(9) | Reflects the compensation costs recognized by us in 2007 associated with an option award of 20,000 shares of Common Stock made on October 1, 2007 at an exercise price of $19.63 per share, with a fair value as of the grant date of $12.4399 disregarding forfeiture assumptions. Mr. Shrigley had options to purchase an aggregate of 60,000 shares outstanding as of December 31, 2007. |
(10) | Of the fees earned in cash, Mr. Sofaer elected to receive 596 shares of Common Stock in lieu of $12,500 cash that is reflected in the total $125,000. The shares of Common Stock were issued to Mr. Sofaer on December 31, 2007 at a closing market price of $20.94 per share. | |
(11) | Reflects the compensation costs recognized by us in 2007 associated with an option award of 20,000 shares of Common Stock made on October 1, 2007 at an exercise price of $19.63 per share, with a fair value as of the grant date of $12.4399 disregarding forfeiture assumptions. Mr. Sofaer had options to purchase an aggregate of 80,000 shares outstanding as of December 31, 2007. |
| publicly available data describing director compensation in Compensation Peer Group companies and |
36
| survey data collected by our human resources department. |
37
The following is the report of the Audit Committee of our Board of Directors with respect to our audited financial statements for the fiscal year ended December 31, 2007, which include our consolidated balance sheets as of December 31, 2007 and 2006 and the related consolidated statements of operations, stockholders equity and comprehensive income, and cash flows for each of the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, and the notes thereto. | ||
The Audit Committee has reviewed and discussed our audited financial statements and managements report on internal control over financial reporting with management. | ||
The Audit Committee has discussed with PricewaterhouseCoopers LLP, our independent registered public accounting firm, the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards), as may be modified or supplemented, which includes, among other items, matters related to the conduct of the audit of our financial statements. The Audit Committee has also received written disclosures and the letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) (which relates to the auditors independence from us and our related entities), as may be modified or supplemented, and has discussed with PricewaterhouseCoopers LLP its independence from us. | ||
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 for filing with the SEC. | ||
Respectfully submitted by:
|
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS |
|
|
J. Thomas Bentley, Chairman Sunlin Chou Abraham D. Sofaer |
38
* |
$100 invested on 9/30/01 in stock or index-including
reinvestment of dividends. Fiscal year ending December 31. |
9/01 | 9/02 | 12/03 | 12/04 | 12/05 | 12/06 | 12/07 | |||||||||||||||||||||||||||||
Rambus Inc.
|
100.00 | 58.97 | 417.12 | 312.50 | 219.97 | 257.20 | 284.51 | ||||||||||||||||||||||||||||
NASDAQ Composite
|
100.00 | 60.95 | 103.94 | 114.26 | 117.02 | 130.36 | 142.44 | ||||||||||||||||||||||||||||
RDG Semiconductor Composite
|
100.00 | 43.59 | 98.10 | 78.32 | 86.97 | 81.78 | 91.74 | ||||||||||||||||||||||||||||
39
40
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | RMBUS1 | KEEP THIS PORTION FOR YOUR RECORDS | ||
DETACH AND RETURN THIS PORTION ONLY |
RAMBUS INC. | For | Withhold | For All | To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) on the line below. | ||||||||||||||
All | All | Except | ||||||||||||||||
1. | Election of Class I Directors | o | o | o | ||||||||||||||
Nominees: | 01) Sunlin Chou, Ph.D. | |||||||||||||||||
02) Bruce Dunlevie | ||||||||||||||||||
03) Mark Horowitz, Ph.D. | ||||||||||||||||||
04) Harold Hughes | ||||||||||||||||||
05) Abraham D. Sofaer | ||||||||||||||||||
For | Against | Abstain | ||||||
2.
|
Ratification of PricewaterhouseCoopers LLP as independent registered accounting firm of the Company for the fiscal year ending December 31, 2008. | o | o | o | ||||
Please sign exactly as your name appears above. When shares are registered in the names of two or more persons, whether as joint tenants, as community property or otherwise, both or all of such persons should sign. When signing as attorney, executor, administrator, trustee, guardian or in another fiduciary capacity, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized person. If a partnership, please sign in partnerships name by authorized person. |
||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
RAMBUS ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2008
9:00 a.m., local time
Crowne Plaza Cabana Hotel
4290 El Camino Real
Palo Alto, California 94306
Directions to the Crowne Plaza Cabana Hotel:
From San Francisco Airport (~20 miles) or 101 North:
Head South on 101 for about 15 miles. Take the San Antonio Road
South exit. Go approximately 3 miles to El Camino Real. Turn
right onto El Camino and proceed 3 blocks. The hotel is on your
left side.
From San Jose Airport (~12 miles) or 101 South:
Head North on 101 for about 8 miles. Take the San Antonio Road
South exit. Go approximately 3 miles to El Camino Real. Turn
right onto El Camino and proceed 3 blocks. The hotel is on your
left side.
From 280 North or South:
Take the El Monte exit to Foothill Expressway and turn left onto
Foothill Expressway. At the next light, San Antonio road, turn right.
Go approximately 3 miles, then turn left onto El Camino Real.
Proceed 3 blocks. The hotel is on your left side.
SEE REVERSE | SEE REVERSE | ||||
SIDE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SIDE |