STOCK TITAN

Rambus (RMBS) appoints veteran semiconductor finance leader Sumeet Gagneja as CFO

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rambus Inc. has appointed Sumeet Gagneja as senior vice president and chief financial officer, effective April 29, 2026, reporting to CEO Luc Seraphin. Interim CFO John Allen will return full-time to his role as vice president, accounting and chief accounting officer.

Gagneja brings more than two decades of finance leadership across major semiconductor and data center companies, including AMD, Western Digital, Xilinx, Innovium, Maxim Integrated, Avago and Intel. He will lead global finance, including financial strategy, capital allocation and investor engagement.

His compensation package includes a base salary of $475,000, a target bonus equal to 75% of base salary (prorated for 2026), a $300,000 new hire bonus, an RSU grant valued at $1,625,000, a performance share award grant valued at $1,625,000, and an additional new hire RSU grant valued at $3,000,000.

Positive

  • None.

Negative

  • None.

Insights

Rambus installs a permanent CFO with a sizable, equity-heavy pay package.

Rambus is moving from an interim to a permanent CFO by appointing Sumeet Gagneja, a veteran finance executive with experience at AMD, Western Digital and other major semiconductor firms. He will oversee financial strategy, capital allocation and investor relations.

The compensation mix combines cash and equity, with a $475,000 base salary, 75% target bonus and multiple RSU and performance share awards totaling several million dollars. This structure ties a significant portion of pay to company performance and share value over time.

Standard indemnification and change of control severance agreements apply, aligning his protections with other senior executives. Future company filings may detail how performance share metrics and vesting schedules link his realized compensation to long-term results.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $475,000 Annual base salary for Sumeet Gagneja as CFO
Target bonus 75% of base salary CFO target annual bonus, prorated for 2026
New hire cash bonus $300,000 One-time new hire bonus for CFO
Initial RSU grant $1,625,000 Restricted stock unit grant value for CFO
Performance share award $1,625,000 Performance share award grant value for CFO
Additional new hire RSU grant $3,000,000 Additional RSU grant value for CFO
restricted stock unit financial
"a restricted stock unit (“RSU”) grant valued at $1,625,000"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance share award financial
"a performance share award grant valued at $1,625,000"
A performance share award is a type of executive or employee pay that grants company stock only if predefined performance goals are met over a set period. Think of it as a bonus paid in shares—similar to a savings payout that arrives only if certain targets are hit—so it aligns management incentives with company results and can affect future share count and shareholder value. Investors watch these awards because they influence executive behavior, potential dilution of shares, and signals about expected performance.
indemnification agreement regulatory
"entered into a standard form of indemnification agreement, a copy of which is filed"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
change of control severance agreement financial
"a standard form of change of control severance agreement for executive officers"
forward-looking statements regulatory
"This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
RAMBUS INC false 0000917273 0000917273 2026-04-29 2026-04-29
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 29, 2026

 

 

Rambus Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-22339   94-3112828

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I. R. S. Employer

Identification No.)

4453 North First Street, Suite 100

San Jose, California 95134

(Address of principal executive offices)

(408) 462-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading
Symbol

 

Name of Each Exchange

on Which Registered

Common Stock, $.001 Par Value   RMBS   The NASDAQ Stock Market LLC
    (The NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 
 


Item 5.02.

Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Rambus Inc. (“Rambus” or the “Company”) has appointed Sumeet Gagneja as the Senior Vice President and Chief Financial Officer of the Company, effective April 29, 2026, reporting to Luc Seraphin, Chief Executive Officer of the Company. In connection with the appointment, John Allen will cease serving as the Company’s Interim Chief Financial officer, effective as of the same date, and will continue to serve as the Company’s Vice President, Accounting and Chief Accounting Officer.

Sumeet Gagneja, age 56, previously served as divisional Chief Financial Officer of the Data Center Segment at Advanced Micro Devices, Inc. from October 2024 to April 2026. Prior to that role, Mr. Gagneja was Senior Vice President, Chief Financial Officer of the Flash Business at Western Digital Corporation from September 2022 to October 2024. From November 2021 to September 2022, Mr. Gagneja served as Vice President, Corporate Controller at 10x Genomics, Inc. Mr. Gagneja was Chief Financial Officer at Innovium, Inc. from May 2021 to October 2021, before that company’s acquisition by Marvell Technology, Inc. Before joining Innovium, Inc., Mr. Gagneja served as Corporate Vice President and Chief Accounting Officer at Xilinx, Inc. from March 2019 to May 2021. Mr. Gagneja served as Vice President and Chief Accounting Officer of Maxim Integrated Products, Inc. (“Maxim Integrated”) from August 2017 to February 2019, and various finance roles at Maxim Integrated from 2013 to August 2017. Prior to joining Maxim Integrated, Mr. Gagneja held various finance positions at Broadcom Limited (previously Avago Technologies) and Intel Corporation. Mr. Gagneja received a B.S. in Mechanical Engineering from Punjab Engineering College, a M.S. degree in Mechanical Engineering from Wayne State University, and an M.B.A. degree from the University of Michigan (Stephen M. Ross) School of Business.

Mr. Gagneja’s annual compensation consists of a base salary of $475,000 and a target bonus of 75% of his base salary, with payment prorated for time actually served in 2026. Mr. Gagneja will also receive a new hire bonus of $300,000, a restricted stock unit (“RSU”) grant valued at $1,625,000, a performance share award grant valued at $1,625,000, and a new hire RSU grant valued at $3,000,000. The foregoing compensation terms are contained in Mr. Gagneja’s offer letter and are qualified by reference to the offer letter, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The Company and Mr. Gagneja have also entered into a standard form of indemnification agreement, a copy of which is filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q that was filed with the Securities and Exchange Commission on May 7, 2021, and a standard form of change of control severance agreement for executive officers other than the CEO, a copy of which is filed as Exhibit 10.1 to the Company’s Form 8-K that was filed with the Securities and Exchange Commission on March 9, 2015.

There are no family relationships between Mr. Gagneja and any of our directors or executive officers. There are no related party transactions between Mr. Gagneja and Rambus other than his employment relationship with Rambus. There are no arrangements or understandings between Mr. Gagneja and any other persons in connection with his employment by Rambus.

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 Section 18 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.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

10.1    Offer Letter between the Company and Mr. Gagneja, dated as of March 31, 2026.
99.1    Press Release of Rambus, issued on April 29, 2026.
104    Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 29, 2026

   

Rambus Inc.

     

/s/ John Shinn

     

John Shinn

Senior Vice President and General Counsel

Exhibit 99.1

LOGO

Rambus Appoints Sumeet Gagneja as Chief Financial Officer

Industry-proven finance leader brings deep semiconductor, data center and AI-driven computing ecosystem expertise to support long-term profitable growth

SAN JOSE, Calif., April 29, 2026 — Rambus Inc. (NASDAQ: RMBS) today announced the appointment of Sumeet Gagneja as senior vice president and chief financial officer, effective April 29, 2026. Mr. Gagneja joins Rambus with more than two decades of financial and operational leadership across the semiconductor, data center, and AI-driven computing ecosystem. Mr. Gagneja will oversee the company’s global finance organization, including financial strategy, capital allocation, and investor engagement, reporting to president and chief executive officer Luc Seraphin.

“Sumeet is a highly experienced finance leader with deep knowledge of the semiconductor and data center ecosystem,” said Luc Seraphin, president and chief executive officer of Rambus. “He brings a strong track record of helping companies scale with disciplined execution and a focus on value creation, and will be an outstanding addition to the leadership team as we continue to drive long-term profitable growth.”

Mr. Gagneja most recently served as divisional CFO for AMD’s Data Center segment. Previously, he was CFO of Western Digital’s Flash business and held senior finance leadership roles at Xilinx, Innovium, Maxim Integrated, Avago, and Intel. Across these roles, he supported capital allocation, mergers and acquisitions, operational planning, and investor and analyst engagement, bringing a disciplined and execution-focused approach to scaling complex technology businesses.

“I am excited to join Rambus and support its continued progress,” said Mr. Gagneja. “The company has a strong foundation, a differentiated portfolio, and a clear opportunity to deliver long-term profitable growth. I look forward to working with the leadership team to help drive disciplined execution and create durable value for shareholders.”

Gagneja holds a Master of Business Administration with high distinction from the University of Michigan Ross School of Business and a master’s degree in mechanical engineering from Wayne State University. He is a California Certified Public Accountant.

About Rambus Inc.

Rambus delivers industry-leading chips and silicon IP for the data center and AI infrastructure. With over three decades of advanced semiconductor experience, our products and technologies address the critical bottlenecks between memory and processing to accelerate data-intensive workloads. By enabling greater bandwidth, efficiency and security across next-generation computing platforms, we make data faster and safer. For more information, visit rambus.com.

 

© Rambus Inc.       CONFIDENTIAL


Forward-Looking Statements

This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including those relating to Rambus’ expectations regarding business opportunities, the Company’s ability to deliver long-term, profitable growth, product and investment strategies, and the Company’s outlook and financial guidance for the second quarter of 2026 and related drivers, and the Company’s ability to effectively manage market challenges. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by the Company’s management. Actual results may differ materially. The Company’s business generally is subject to a number of risks which are described more fully in Rambus’ periodic reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Source: Rambus Inc.

 

Contact:

Nicole Noutsios

Rambus Investor Relations

(510) 315-1003

rambus@nmnadvisors.com

 

© Rambus Inc.       CONFIDENTIAL

FAQ

Who is the new chief financial officer of Rambus Inc. (RMBS)?

Rambus Inc. appointed Sumeet Gagneja as senior vice president and chief financial officer, effective April 29, 2026. He brings over two decades of finance leadership across semiconductor, data center and AI-related businesses, including roles at AMD, Western Digital, Xilinx, Innovium, Maxim Integrated, Avago and Intel.

What is Sumeet Gagneja’s compensation as CFO of Rambus (RMBS)?

As CFO, Sumeet Gagneja receives a $475,000 base salary and a target bonus equal to 75% of base salary, prorated for 2026. He also gets a $300,000 new hire bonus, plus RSU and performance share grants valued at $1,625,000 each and an additional $3,000,000 RSU grant.

What are Sumeet Gagneja’s main responsibilities at Rambus (RMBS)?

Sumeet Gagneja will oversee Rambus’s global finance organization, including financial strategy, capital allocation and investor engagement. Reporting to president and CEO Luc Seraphin, he is expected to support the company’s focus on long-term profitable growth across its data center and AI infrastructure businesses.

What role will John Allen have at Rambus (RMBS) after the CFO transition?

John Allen will cease serving as interim chief financial officer on April 29, 2026, when Sumeet Gagneja becomes CFO. Allen will continue in his existing leadership position as Rambus’s vice president, accounting and chief accounting officer, focusing on accounting responsibilities rather than overall finance leadership.

Does Rambus (RMBS) have agreements in place with the new CFO?

Rambus and Sumeet Gagneja entered into an offer letter detailing compensation, and he is party to the company’s standard indemnification agreement and a standard form of change of control severance agreement for executive officers other than the CEO, aligning his protections with peers.

What experience does Sumeet Gagneja bring to Rambus (RMBS)?

Sumeet Gagneja has extensive experience as divisional CFO of AMD’s Data Center segment and CFO of Western Digital’s Flash business. He also held senior finance and accounting roles at Xilinx, Innovium, Maxim Integrated, Avago and Intel, with a background in capital allocation, M&A and investor engagement.

Filing Exhibits & Attachments

5 documents