Rambus Inc. (NASDAQ:RMBS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

0

Rambus Inc. (NASDAQ:RMBS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June27, 2018, the Board of Directors (the “Board”) of Rambus Inc. (“Rambus”) terminated Dr.Ronald Black as President and Chief Executive Officer, effective June28, 2018. In connection with such termination of employment, Dr.Black resigned from his position as a Board director. The Board has reduced the size of the Board to five members as a result of Dr.Black’s resignation from the Board.

The Board has appointed Rambus’ current Senior Vice President and General Manager of its Memory and Interface Division, Luc Seraphin, age 55, as interim President and Chief Executive Officer.

Luc Seraphin has served as Senior Vice President and General Manager of Rambus’ Memory and Interface Division since November 2015. Prior to that, Mr.Seraphin served as Rambus’ Senior Vice President of Worldwide Sales and Operations, and, previously, Vice President of Enterprise Solutions Sales, since joining Rambus in October 2013. Mr.Seraphin started his career at NEC and later joined AT&T Bell Labs, which became Lucent Technologies and Agere Systems (now Avago Technologies). During his 18 years at Avago, Mr.Seraphin held several senior positions in sales, marketing and general management, culminating in his last position as executive vice president and general manager of the Wireless Business Unit. Following this, Mr.Seraphin held the position of general manager of a GPS startup company in Switzerland and most recently was vice president of Worldwide Sales and Support at Sequans Communications.

There are no family relationships between Mr.Seraphin and any of our directors or executive officers. There are no related party transactions between Mr.Seraphin and Rambus other than his employment relationship with Rambus.

In connection with his appointment as the interim President and Chief Executive Officer, the Compensation Committee of the Board has approved Mr.Seraphin’s compensation consisting of an annual base salary of $400,000 and a total annual target opportunity of $400,000 under the 2018 Corporate Incentive Plan (CIP). The Compensation Committee also will be granting to Mr.Seraphin a one-time equity award of RSUs vesting in one year valued at $400,000 consistent with Rambus equity grant practices. In addition, the Compensation Committee has agreed to a severance package for Mr.Seraphin covering any involuntary termination that is not for “cause” consisting of 12 months of base salary, 12 months of target CIP payments, 12 months of acceleration on the vesting of his equity awards and 12 months of continued benefits. Rambus and Mr.Seraphin intend to prepare a severance and release agreement to reflect these terms. Mr.Seraphin also is a party to the Rambus standard form change of control severance and release agreement for executive officers, a copy of which is filed as Exhibit 10.1 to the Rambus Form 8-K that was filed with the Securities and Exchange Commission on March9, 2015, and the standard form of indemnification agreement, a copy of which is filed as Exhibit 10.1 to the Rambus Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission on March6, 1997.

A copy of Rambus’ press release regarding these events is being furnished as Exhibit 99.1 to this Form 8-K. The exhibit attached hereto shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

In connection with the announced management changes, Chuck Kissner will be appointed as the Vice Chairman to the Board as indicated in the press release furnished herewith.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits.


RAMBUS INC Exhibit
EX-99.1 2 d415443dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Rambus Announces Departure of Ron Black as Chief Executive Officer; Luc Seraphin Appointed Interim CEO SUNNYVALE,…
To view the full exhibit click here

About Rambus Inc. (NASDAQ:RMBS)

Rambus Inc. produces semiconductor and intellectual property (IP) products, spanning memory and interfaces to security, sensors and lighting. The Company’s products are integrated into devices and systems, powering and securing diverse applications, including big data and media platforms. Its segments include Memory and Interfaces Division (MID) and Cryptography Research Division (CRD). The Company has over four operational units, including MID, CRD, emerging solutions division (ESD), and lighting and display technologies (LDT). MID focuses on the design, development and licensing of technology that is related to memory and interfaces. CRD focuses on the design, development and licensing of technologies for chip and system security, anti-counterfeiting and mobile payments. ESD includes its computational sensing and imaging group along with its development efforts in the area of emerging technologies. LDT focuses on the design, development and licensing of technologies for lighting.