What changed in this filing

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Item 1. Business

2023-02-24 compared with 2022-02-28 · 29 added, 41 removed, 119 unchanged (37% of the section changed)

Rambus produces products and innovations that address the fundamental challenges of accelerating data.

We make industry-leading chips and IP that enable critical performance improvements for data center and other growing markets.

The ongoing shift to the cloud, along with the widespread advancement of artificial intelligence (“AI”) across the data center, edge and Internet of Things (“IoT”) end points, has led to exponential growth in data usage and tremendous demands on data infrastructure.

Rambus is an industry-leading provider of chips, silicon IP and innovations that address the fundamental challenges of accelerating data and enable critical performance improvements for data center and other growing markets.

The ongoing growth of the cloud, along with the widespread advancement of artificial intelligence (“AI”) and other data-intensive workloads, continue to drive an exponential increase in data usage and demands on data infrastructure.

Creating fast and safe connections, both in and across systems, remains one of the most mission-critical design challenges limiting performance in advanced hardware for these markets.

The data center continues to be the Company’s primary focus market, demanding the highest performance and security, and drives greater than 80% of the revenue from Rambus chip and silicon IP sales.

As an industry pioneer with over 30 years of advanced semiconductor design experience, Rambus is ideally positioned to address the challenges of moving and protecting data.

We are a leader in high-performance memory subsystems, providing chips, IP and innovations that maximize the performance and security in data-intensive systems.

We are a leader in high-performance memory subsystems, providing chips, intellectual property (“IP”) and innovations that maximize the performance and security in data-intensive systems.

Whether in the cloud, at the edge or in your hand, real-time and immersive applications depend on data throughput and integrity.

Rambus products and innovations deliver the increased bandwidth, capacity and security required to meet the world’s data needs and drive ever-greater end-user experiences.

Rambus benefits from a balanced and diverse portfolio of offerings across chips, silicon IP and patent licensing with each of them contributing at scale.

From 2018 to 2021, product revenue sustained a 55% compound annual growth rate, making products the leading revenue source for the Company.

Driven by the continued market momentum of our memory interface chips, we recognized record product revenue of $143.9 million in 2021.

The Company achieved silicon IP growth through increasing design wins at leading system on chip (“SoC”) customers with contributions from the businesses acquired in 2021.

In addition, Rambus successfully closed key patent licensing agreements, solidifying our foundation of sustained cash generation and fueling investment in our product and technology roadmaps.

Rambus continued its technology leadership with the launch of the CXL Memory Interconnect Initiative and development of solutions for next-generation data centers.

Rambus offers a balanced and diverse portfolio of solutions across chips, silicon IP and patent licensing.

The data center continues to be the Company’s primary focus market, demanding the highest performance and security, and represents greater than 75% of the revenue from Rambus chip and silicon IP sales.

Driven by the continued growth of our memory interface chips, we produced record product revenue of $227.1 million in 2022, up 58% as compared to 2021.

Silicon IP grew 30% as compared to 2021 driven by design wins at leading system on chip (“SoC”) customers.

In addition, Rambus successfully closed and extended key patent licensing agreements, solidifying our foundation of sustained cash generation to fuel investment in our product and technology roadmaps and delivering consistent return of value to stockholders.

Memory Interface Chips

Made for high speed, reliability and power efficiency, Rambus DDR memory interface chips for server memory modules (e.g., RDIMMs) enable increased bandwidth and expanded capacity in enterprise and cloud servers.

The Rambus portfolio includes DDR5, DDR4 and DDR3 memory interface chips.

Rambus offers the industry’s fastest DDR5 Registering Clock Driver (“RCD”), providing the critical control signals and clock for operation of the memory module at top-of-the-line performance.

The Rambus portfolio includes DDR5 and DDR4 memory interface chipsets.

Our leading-edge DDR5 chipset solution includes the Registering Clock Driver (“RCD”), Serial Presence Detect Hubs (“SPD Hub”) and Temperature Sensors (“TS”).

We sell memory interface chips directly and indirectly to memory module manufacturers and OEMs worldwide through multiple channels, including our direct sales force and distributors.

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Outsourcing also allows us the flexibility needed to respond to new market opportunities, simplifies our operations and significantly reduces our capital requirements.

Rambus Silicon IP includes interface and security IP solutions that move and protect data in advanced applications.

Our Interface IP solutions feature both high-speed memory and chip-to-chip interconnect technologies.

With the acquisitions of AnalogX Inc.

and PLDA Group, Rambus expanded its portfolio of physical interface (“PHY”) and digital controller IP to offer industry-leading, integrated memory and interconnect subsystems.

These silicon-proven solutions are critical to high-performance data center, networking, AI, Machine Learning (“ML”) and automotive applications because they enable and optimize the transfer of data between chips and electronic devices.

Rambus Silicon IP includes interface and security IP solutions that move and protect data in advanced data center, government and automotive applications.

Our Interface IP solutions feature both high-speed memory and chip-to-chip interconnect technologies, including physical interface (“PHY”) and digital controller IP, to offer industry-leading, integrated memory and interconnect subsystems.

We offer one of the industry’s most comprehensive portfolios of security IP solutions, including crypto cores, hardware roots of trust, high-speed protocol engines and chip provisioning technologies.

With the growing threat environment, hardware-based, embedded security solutions are mission-critical for protecting data center, AI, networking, IoT, automotive and government applications.

We sell Silicon IP solutions to leading chip makers worldwide for integration into their SoC and FPGA designs.

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License agreements are structured with fixed or variable, or a hybrid of fixed and variable royalty payments over certain periods ranging up to ten years.

Leading semiconductor and electronic system companies such as AMD, Broadcom, Cisco, CXMT, Fujitsu, IBM, Kioxia, Marvell, Mediatek, Micron, Nanya, NVIDIA, Panasonic, Phison, Qualcomm, Renesas, Samsung, SK hynix, Socionext, STMicroelectronics, Western Digital, Winbond, and Xilinx have licensed our patents for use in their own products.

Leading semiconductor and electronic system companies such as AMD, Broadcom, Cisco, CXMT, IBM, Infineon, Kioxia, Marvell, MediaTek, Micron, Nanya, NVIDIA, Panasonic, Phison, Qualcomm, Samsung, SK hynix, Socionext, STMicroelectronics, Toshiba, Western Digital, Winbond and Xilinx have licensed our patents for use in their own products.

The semiconductor industry is intensely competitive and is characterized by rapid technological change, short product life cycles, cyclical market patterns, price erosion, increasing foreign and domestic competition and market consolidation.

Rambus competes with product offerings from various companies depending upon the particular Rambus product line.

In the market for memory interface chips, we compete with international semiconductor companies, including Renesas and Montage Technology.

In the memory interface chip market, we compete with international semiconductor companies, including Renesas and Montage Technology.

In the Silicon IP market, Rambus competes with the in-house design teams at our potential customers, as well as with third-party IP suppliers such as Cadence and Synopsys.

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Research and Development

Building upon our foundation of core semiconductor technologies, our research priorities focus on innovation and patent development that enhance the value of our patent portfolio and differentiate our product offerings in the market.

Building upon our foundation of core semiconductor technologies, our research priorities focus on innovation and patent development that differentiate our product offerings in the market and enhance the value of our patent portfolio.

Key to our efforts is continuing to hire and retain world-class inventors, scientists and engineers to lead the development and deployment of inventions and technology solutions for our intended markets.

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None of our employees are covered by collective bargaining agreements.

Throughout the ongoing COVID-19 pandemic, our primary focus has been on the safety and well-being of our employees and their families.

Our global pandemic efforts include instituting a global employee assistance program while leveraging the advice and recommendations of infectious disease experts to establish proper safety standards.

As the pandemic continues, the health and well-being of our workforce remains our top priority while we ensure productivity for those employees working from home.

We believe that our future success largely depends upon our continued ability to identify, attract, motivate and retain qualified personnel.

We provide our employees with competitive compensation, as well as opportunities for equity ownership and developmental programs that enable continued learning and growth.

We also offer employees benefits such as life and health insurance, paid time off, paid parental leave, and retirement savings plans.

We also offer employees benefits such as life and

health insurance, paid time off, paid parental leave, and retirement savings plans.

We utilize successful recruiting practices that yield qualified and dedicated employees who are driven to achieve our vision.

Recently, the employment market in the United States has been subject to a hyper-competitive compensation environment especially for technology companies in the San Francisco Bay Area and elsewhere.

The employment market in the United States can be competitive especially for technology companies in the San Francisco Bay Area and elsewhere.

Our human capital resources objectives, as described above, help us retain and motivate our existing employees, advisors, and consultants, which is a key component of increasing stockholder value and the success of Rambus.

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We have used, and intend to continue to use, our investor relations website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

The inclusion of our website address in this report does not include or

incorporate by reference into this report any information on our website.

The inclusion of our website address in this report does not include or incorporate by reference into this report any information on our website.

You can obtain copies of our Forms 10-K, 10-Q, 8-K, and other filings with the SEC, and all amendments to these filings, free of charge, from our website as soon as reasonably practicable following our filing of any of these reports with the SEC.

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There is no family relationship between any of our executive officers.

Keith Jones served as our interim Chief Financial Officer from November 2021 until August 2022.

Name Age Position and Business Experience

Luc Seraphin 58 Mr.

Seraphin is President & Chief Executive Officer.

Luc Seraphin 59 President & Chief Executive Officer.

Seraphin has served as President & Chief Executive Officer since October 2018 and was interim Chief Executive Officer from June 2018 to October 2018.

With over 30 years of experience managing global businesses, Mr.

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Seraphin also holds an MBA from the University of Hartford and has completed the senior executive program of Columbia University.

Keith Jones 50 Vice President Finance and Interim Chief Financial Officer.

Jones has served as the Interim Chief Financial Officer since November 2021, prior to which date Mr.

Jones served as Chief Accounting Officer, Corporate Controller and Vice President of Finance.

Jones joined Rambus in February 2018.

Prior to Rambus, he served as the World-Wide Corporate Controller, Vice President of Finance and the Principal Accounting Officer at ShoreTel Inc., prior to its acquisition by Mitel Networks Corporation.

At ShoreTel, Keith oversaw the reporting, controls and treasury-related activities of the company.

Prior to that, he served as the Chief Financial Officer and Vice President of Finance at PDF Solutions, Inc.

overseeing the overall financial management of the company, including planning, tax, treasury, controls, reporting and merger and acquisition-related activity.

Jones has held numerous senior leadership positions at various technology companies including Interwoven and e-Time Capital and started his career as an Audit Manager with Deloitte and Touche.

Jones holds a Bachelor of Science in Business Administration with an emphasis in Accounting from California State University, Fresno.

Desmond Lynch 43 Chief Financial Officer.

Lynch has served as Chief Financial Officer since August 2022, where he is responsible for the global finance organization, with responsibility for financial management, planning, tax, treasury, controls, and reporting.

Previously, he served as the Vice President of Finance for Rambus.

Prior to joining Rambus, Mr.

Lynch served as Vice President of Finance at Renesas Electronics, a leading global semiconductor company, where he was the head of U.S.

Lynch has extensive semiconductor experience, including financial leadership roles at Integrated Device Technology, Atmel, Knowles Corporation and National Semiconductor.

Lynch is a Chartered Accountant with the Institute of Chartered Accountants of Scotland and holds a bachelor’s degree in Accountancy and Finance from the University of Glasgow in Scotland.

Sean Fan 57 Senior Vice President, Chief Operating Officer.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business