Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
As previously disclosed, effective August 5, 2016 (the “Separation Date”), Satish Rishi resigned from his positions as Senior Vice President,
Finance and Chief Financial Officer of Rambus Inc. (the “Company”). Mr. Rishi’s retirement is not related to any disagreement with the Company regarding any financial or other matters.
In connection with Mr. Rishi’s retirement, the Company and Mr. Rishi entered into a separation agreement (the “Agreement”). Under the terms of
the Agreement, and provided Mr. Rishi does not revoke his acceptance of the terms of the Agreement, Mr. Rishi will receive (i) a lump sum severance payment of twelve months of his base salary; (ii) vesting acceleration with respect to restricted
stock units, performance restricted stock units and outstanding, unvested and in-the-money stock option grants previously granted to Mr. Rishi, in each case reflecting vesting that would have occurred had Mr. Rishi continued providing services to
the Company over the six month period following the Separation Date; and (iii) payment of COBRA premiums to continue health insurance coverage for 12 months following the Separation Date. Under the Agreement, Mr. Rishi has agreed to a customary
release of any and all claims.
(c)
While the
Company’s search for a permanent Chief Financial Officer is ongoing, it has named Martin Pilling as interim Chief Financial Officer, effective August 5, 2016. In this role, Mr. Pilling will serve as the Company’s interim principal
financial officer and interim principal accounting officer.
Mr. Pilling, 51, has served as the Company’s VP Corporate Controller since June 2016.
Prior to joining the Company, Mr. Pilling served as VP of Finance at Aerospike, a high-performance NoSQL database that delivers speed at scale, from March 2015 to April 2016 and Principal Accounting Officer of Turn, an independent ad tech company,
which delivers real-time insights that transform the way leading media agencies and enterprises make marketing decisions from September 2014 to December 2015. From June 2012 to September 2014, he was VP and Corporate Controller of NeoPhotonics
Corporation, a leading designer and manufacturer of hybrid photonic integrated optoelectronic modules and subsystems for bandwidth-intensive, high-speed communications networks. From September 2011 to June 2012, he served as Business Unit Controller
at Symantec Corporation, a global leader in security, operating one of the world’s largest cyber intelligence networks. From January 2007 to June 2011, he served as International Controller at Google Inc. He started his career as a CPA in
public accounting with KPMG LLP. Mr. Pilling holds a bachelor of business administration degree from University of San Diego.
In connection with Mr.
Pilling’s appointment as interim Chief Financial Officer, during his service as interim Chief Financial Officer, Mr. Pilling will receive an annual salary of $270,000 and will be eligible to participate in the Company’s 2016 Corporate
Incentive Plan (“2016 CIP”), under which he will have a 2016 CIP target of $121,500, with payout based on an assessment of his performance and the performance of his division, business unit or other area of responsibility.
The Company also plans to enter into its standard form of indemnification agreement with Mr. Pilling, a copy of which is filed as Exhibit 10.1 to the
Company’s Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission on March 6, 1997.
There are no family
relationships between Mr. Pilling and any of our directors or executive officers and there are no arrangements or understandings between him and any other persons pursuant to which he was selected as an officer. There are no related party
transactions between Mr. Pilling and the Company.