DEF 14A of Marvell Technology, Inc., May 3, 2023

DEF 14A of Marvell Technology, Inc.

Filed May 3, 2023 · FY20230001104659-23-055484

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Nominees

    Nominees Our Bylaws provide that our Board shall consist of not fewer than two (2) nor more than fifteen (15) directors, the exact number to be determined from time to time solely by resolution adopted by the Board. The number of directors is currently fixed at eleven and there are currently eleven members serving on our Board. After discussing with each director their interest in continuing to serve as directors of the Company, the nominating and governance committee (the “N&G Committee”) has recommended, and our Board has nominated, nine current members of our Board to stand for election at the Annual Meeting. Our director nominees for the 2023 Annual Meeting are Sara Andrews, Tudor Brown, Brad Buss, Rebecca House, Marachel Knight, Matthew J. Murphy, Michael Strachan, Robert E. Switz and Ford Tamer. All of our director nominees are currently directors who were last elected by stockholders at the 2022 Annual Meeting, except for Ms. House who was appointed to the Board in August 2022 and was recommended to the N&G Committee by a third-party search firm. In discussions with the N&G Committee two of our directors, Mr. Hill and Dr. Frank expressed a preference to retire from the Board. As a result of these discussions and their preference, they were not nominated as directors for fiscal 2024. If the current nominees are elected, we will have nine members serving on our Board and the number of directors will be reduced to nine effective as of the election of directors at the Annual Meeting. We thank Mr. Hill and Dr. Frank for their service on the Board. All nominees elected as directors will serve until the 2024 Annual Meeting and until their successors have been duly elected and qualified or their earlier resignation or removal. In the event any new nominees are appointed as directors after this Annual Meeting, they will be required to stand for election at the next Annual Meeting and each Annual Meeting thereafter, if nominated to do so. As part of our goal of building a diverse board, the N&G Committee actively seeks out highly qualified diverse candidates (including women and minority candidates) to add to the Board. Biographical information for each of the nominees may be found immediately following this proposal. We have been advised that each of our nominees is willing to be named as such herein and each of the nominees is willing to serve as a director if elected. However, if one or more of the director nominees should be unable or, for good cause, unwilling to serve as a director, the proxy holders may vote for a substitute nominee recommended by the N&G Committee and approved by our Board or the Board may reduce its size.

  3. Board Recommendation and Required Vote

    Board Recommendation and Required Vote Our Board recommends that you vote FOR the nominees for each director nominee identified above. Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented thereby FOR the election of each such nominee. Assuming the presence of a quorum, our Bylaws require that, in an uncontested election (such as the Annual Meeting), a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee) at the Annual Meeting. Abstentions and broker non- votes will have no effect on the outcome.

  4. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

  5. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Name | Age(2) | Position(s) | Director Since | Gender Identity | Demographic Background(3) | | Matthew J. Murphy | 50 | Director, President & CEO | 2016 | M | W | | Sara Andrews | 59 | Independent Director | 2022 | F | W | | Tudor Brown | 64 | Independent Director | 2016 | M | W | | Brad W. Buss | 59 | Independent Director | 2018 | M | W | | Rebecca House | 50 | Independent Director | 2022 | F | W | | Marachel L. Knight | 50 | Independent Director | 2020 | F | B | | Michael G. Strachan | 74 | Independent Director | 2016 | M | W | | Robert E. Switz | 76 | Independent Director | 2016 | M | W | | Ford Tamer | 61 | Independent Director | 2021 | M | W |

  6. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    (1) Pursuant to Nasdaq guidance release “Board Diversity Matrix Instructions and Templates, dated January 23, 2023, we have excluded categories that are not applicable to our directors. (2) The age of each director is provided as of the Record Date. B-Black or African American. W-White.

  7. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Marvell Technology, Inc. 2023 Proxy Statement | 4 |

  8. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    Below each nominee’s biography, we have included an assessment of the skills and experience of such nominee that led to the conclusion he or she should serve as a director at this time, in light of the Company’s business and structure.

  9. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Matthew J. Murphy Director, President & CEO Age: 50 Director Since: 2016 | Matthew J. Murphy is Marvell’s President and Chief Executive Officer. He has led the company since joining in July 2016 and also serves as a member of the Board. In his role as President and Chief Executive Officer, Mr. Murphy is responsible for leading new technology development, directing ongoing operations and driving Marvell’s growth strategy. Prior to joining Marvell, Mr. Murphy worked for Maxim Integrated Products, Inc. (“Maxim”), a designer, manufacturer, and seller of analog and mixed signal integrated circuits, for 22 years, where he advanced through a series of business leadership roles over two decades. Most recently, from 2015 to 2016 he was Executive Vice President, Business Units, Sales and Marketing. In this capacity he had company-wide profit and loss responsibility, leading all product development, sales and field applications, marketing, and central engineering. From 2011 to 2015, he was Senior Vice President of the Communications and Automotive Solutions Group, leading the team that developed differentiated solutions for those markets. From 2006 to 2011, he was Vice President, Worldwide Sales & Marketing during a time when Maxim’s sales expanded significantly. Prior to 2006, he served in a variety of business unit management and customer operations roles. In prior roles, Mr. Murphy led the company’s communications, data center, and automotive business groups, all of which experienced significant growth under his leadership. Mr. Murphy previously served on the board of directors of eBay Inc. Mr. Murphy earned a Bachelor of Arts from Franklin & Marshall College and is a graduate of the Stanford Executive Program. Mr. Murphy brings to the Board both extensive industry knowledge and, as a result of his day-to-day involvement in the Company’s business, insight and information related to the Company’s strategy, sales, financial condition, operations, and competitive position. |

  10. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Sara Andrews Independent Director Age: 59 Director Since: 2022 | Sara Andrews has served as a member of the board of directors since April 2022. In April 2022, she joined Experian plc, a multi-national data analytics and consumer credit reporting company, as Chief Information Security Officer. She served as Senior Vice President and Chief Information Security Officer at PepsiCo, Inc., a multi-national food and beverage company, from July 2014 to April 2022, where she was responsible for safeguarding networks and data across all PepsiCo business units and brands globally. Prior to joining PepsiCo, Inc., she served as Chief Network Security Officer of Verizon Communications, Inc. from June 1997 to July 2014, during which time she led several organizations responsible for the security of all Verizon wireline networks serving Verizon’s residential, small business and enterprise customers. Ms. Andrews previously served on the board of directors of LogMeIn, Inc., formerly a public company, Mandiant, Inc. and the Collin County Children’s Advocacy Center, a non-profit child advocacy center based in Plano, Texas. She is a member of the CISO (Chief Information Security Officer) Coalition National Leadership Board. Ms. Andrews holds a Bachelor of Industrial Engineering from Auburn University and a Master of Business Administration from Brenau University. Ms. Andrews brings to the Board extensive expertise in cyber-security and information system technology. She also brings experience regarding operation of large companies that are of a size and scale significantly greater than the Company. |

  11. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Marvell Technology, Inc. 2023 Proxy Statement | 5 |

  12. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | W. Tudor Brown Independent Director Age: 64 Director Since: 2016 | W. Tudor Brown has served as a director since December 2016. Mr. Brown, who has decades of leadership experience in the semiconductor industry, currently serves on the board of the Lenovo Group Limited as well as a private company board and the board of a company registered on the London Stock Exchange. Mr. Brown previously served on the boards of Xperi (formerly Tessera Technologies) and Semiconductor Manufacturing International Corporation. Mr. Brown was one of the founding members and, until his retirement in May 2012, President of ARM Holdings plc, a publicly-traded semiconductor IP and software design company, now a wholly-owned subsidiary of the Softbank Group. During his tenure, he served in a range of leadership roles, including Chief Technical Officer, Chief Operating Officer and President. He also served for more than a decade on the company’s board of directors through his retirement in May 2012. Earlier in his career, Mr. Brown held leadership engineering roles at Acorn Computers and Sension, Inc. Mr. Brown, who earned a Master of Arts in Electrical Sciences from Cambridge University, holds a patent in low-power logic, and has been honored both as a Fellow of the Institution of Engineering and Technology, and as a Fellow of the Royal Academy of Engineering. Mr. Brown brings to the Board his experience as a founder and senior executive of one of the world’s most successful semiconductor technology and licensing companies, along with his strong operational experience and deep industry knowledge. |

  13. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Brad W. Buss Independent Director Age: 59 Director Since: 2018 | Brad W. Buss has served as a director since July 2018. Mr. Buss was the Chief Financial Officer of SolarCity Corporation, a provider of solar energy services, from August 2014 until he retired in February 2016. Mr. Buss served as the Executive Vice President of Finance and Administration and Chief Financial Officer of Cypress Semiconductor Corporation from August 2005 to June 2014. Mr. Buss also held prior financial leadership roles with Altera Corporation, Cisco Systems, Inc., Veba Electronics LLC and Wyle Electronics, Inc. Mr. Buss currently serves on the boards of directors of AECOM and QuantumScape Corporation as well as one private company. Mr. Buss previously served as a director of TuSimple Holdings Inc., Advance Auto Parts, Inc, Tesla Motors Inc., CaféPress, Inc. and Cavium, Inc. (which Marvell acquired in July 2018). Mr. Buss holds a Bachelor of Arts in economics from McMaster University and an Honors Business Administration degree, majoring in finance and accounting, from the University of Windsor. Mr. Buss brings to the Board his executive experience and his financial and accounting expertise with both public and private companies in the semiconductor industry and other diverse industries. |

  14. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Marvell Technology, Inc. 2023 Proxy Statement | 6 |

  15. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Rebecca House Independent Director Age: 50 Director Since: 2022 | Rebecca W. House has served as a director since August 2022. Ms. House has served as the Senior Vice President, Chief People (since July 2020) and Legal Officer and Secretary (since January 2017) of Rockwell Automation, Inc., a global leader in industrial automation and digital transformation. Prior to that she served as the Assistant General Counsel, Operations and Compliance, and Assistant Secretary, at Harley-Davidson, Inc., a motorcycle manufacturer. Ms. House serves on the board of directors for FMI Funds, Inc. and the Wisconsin Alumni Research Foundation (WARF). She is also a director and former Board President of Sojourner Family Peace Center, the largest provider of domestic violence prevention and intervention services in the state of Wisconsin. She graduated with a Bachelor of Arts degree from the University of Wisconsin – Madison. She earned her law degree, magna cum laude, from Harvard Law School in Cambridge, Massachusetts. Ms. House brings to the Board her human resources, legal, and general management experience and expertise, as well as corporate governance experience developed through leadership positions at public companies with global operations. |

  16. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Marachel L. Knight Independent Director Age: 50 Director Since: 2020 | Marachel L. Knight has served as a director since July 2020. In December 2022, Ms. Knight retired as Senior Vice President of Strategic Program Realization at AT&T, Inc., a leading provider of telecommunications, media, and technology services globally, where she was responsible for managing prioritization of a multi-billion-dollar capital portfolio and delivering strategic initiatives, products and services that spanned across the enterprise. Prior to holding that position, she served as the Senior Vice President of Technology Planning and Operations at AT&T, Inc., from April 2021 to April 2022. Prior to holding that position, she held various leadership positions at AT&T, Inc. over her more than 25 year tenure, including Senior Vice President of Engineering and Operations from 2020 to 2021; Senior Vice President of Technology Services and Operations from 2019 to 2020; Senior Vice President of Wireless and Access Engineering, Construction and Operations from 2018 to 2019; Senior Vice President of Technology Planning and Engineering from 2017 to 2018; Senior Vice President — Wireless Network Architecture and Design during 2017; Vice President — Advanced Technology Planning and Realization from 2016 to 2017; and Vice President — Construction and Engineering (Midwest Region) from 2015 to 2016. Prior to holding these positions, she held other leadership roles at AT&T, Inc. of increasing responsibility. She holds a Master of Science, Information Networking from Carnegie Mellon University and a Bachelor of Science, Electrical Engineering from Florida State University. Ms. Knight brings to the Board her technical and operational leadership gained over her 27 years of experience at AT&T, including her experience managing operations at scale as well as experience in 5G planning and rollouts that we expect will provide insights related to our technology and strategic business priorities as we continue to build-out our 5G silicon solutions. |

  17. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Michael G. Strachan Independent Director Age: 74 Director Since: 2016 | Michael G. Strachan has served as a director since May 2016. Mr. Strachan began his career in 1976 at Ernst & Young LLP, where he spent his entire career, holding positions of increasing responsibility until his retirement in December 2008. From July 2007 until December 2008, he was a member of Ernst & Young’s America’s Executive Board, which oversaw the firm’s strategic initiatives in North and South America. From July 2006 to December 2008, he was also a member of Ernst & Young’s U.S. Executive Board, which oversaw partnership matters in the U.S. for the firm. From July 2000 through December 2008, he was Vice Chairman and Area Managing Partner for Ernst & Young offices between San Jose, California and Seattle, Washington, and was responsible for oversight of the firm’s operations in that area. From March 2009 to May 2014, he was a director at LSI Logic, including Chairman of the audit committee for most of that time. Mr. Strachan holds a Bachelor of Science in Accounting from Northern Illinois University. Mr. Strachan brings to the Board deep expertise relating to finance and accounting matters and extensive business management, governance, and leadership experience. |

  18. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Marvell Technology, Inc. 2023 Proxy Statement | 7 |

  19. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Robert E. Switz Independent Director Age: 76 Director Since: 2016 | Robert E. Switz has served as a director since May 2016. Mr. Switz was the Chairman, President and Chief Executive Officer of ADC Telecommunications, Inc. (“ADC”), a supplier of network infrastructure products and services from August 2003 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career there he held numerous leadership positions. Prior to ADC, Mr. Switz spent six years at Burr-Brown Corporation, most recently as Chief Financial Officer, Vice President of European Operations and Director of the Systems and Ventures Business. Mr. Switz has served as the Chairman of the Board of Micron Technology, Inc. since 2012. He previously served as a director of Mandiant, Inc., Gigamon, Inc., GT Advanced Technologies Inc., and as lead independent director of Broadcom until its merger with Avago Technologies Limited. Mr. Switz received a Bachelor of Science in Business Administration from Quinnipiac University and a Master of Business Administration in Finance from the University of Bridgeport. Mr. Switz brings to the Board his extensive global operations, financial and general management experience and expertise, as well as considerable directorial and corporate governance experience developed through his service on the boards of directors of several public companies. |

  20. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Dr. Ford Tamer Independent Director Age: 61 Director Since: 2021 | Dr. Ford Tamer has served as a director since April 2021. He has been a Senior Operating Partner of Francisco Partners, a private equity company, since September 2022. Prior to that he served as the President and Chief Executive Officer and as a director of Inphi Corporation from February 2012 to April 2021 (when it was acquired by Marvell). Prior to that he served as Chief Executive Officer of Telegent Systems, Inc. from June 2010 until August 2011. Prior to joining Telegent, Dr. Tamer was a Partner at Khosla Ventures from September 2007 to April 2010. Dr. Tamer previously served as Senior Vice President and General Manager — Infrastructure Networking Group at Broadcom Corporation from June 2002 to September 2007. He also served as Chief Executive Officer of Agere Inc. from September 1998 until it was acquired by Lucent Technologies in April 2000, which Lucent then spun out as Agere Systems Inc. in March 2001. Dr. Tamer continued to serve as Vice President of Agere Systems until April 2002. Dr. Tamer serves on the board of directors of Teradyne, Inc. and a few private companies. Dr. Tamer holds an M.S. degree and Ph.D. in engineering from Massachusetts Institute of Technology. Dr. Tamer has a unique understanding of our strategy, markets, competitors, and operations. In addition, we believe his leadership of diverse business units and functions as a senior executive officer at other companies addressing and competing in our target markets prior to joining Inphi gives him an extensive understanding of our industry and has positioned him to bring highly relevant leadership, corporate development, operational and financial experience to our Board. |

  21. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    There are no family relationships among any of our director nominees and executive officers.

  22. DIRECTOR NOMINEES AND BOARD DIVERSITY MATRIX (AS OF APRIL 21, 2023)(1)

    | Marvell Technology, Inc. 2023 Proxy Statement | 8 |

  23. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director The N&G Committee reviews the appropriate skills and characteristics required of directors in the context of the current composition of our Board. Candidates considered for nomination to our Board may come from several sources, including current and former directors, professional search firms and stockholder nominations. The N&G Committee considers all persons recommended in the same manner, regardless of the source of nomination. A stockholder seeking to recommend a prospective nominee for the N&G Committee’s consideration should submit the candidate’s name and qualifications to our Chief Legal Officer and Secretary, Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054. Nominees for director are evaluated by the N&G Committee, which may retain the services of a professional search firm to assist it in evaluating potential nominees. Our Bylaws permit proxy access for stockholders. Stockholders who wish to nominate directors for inclusion in our proxy statement, or directly at an Annual Meeting in accordance with the procedures in our Bylaws, should see “Future Stockholder Proposals and Nominations for the 2024 Annual Meeting” in this proxy statement for further information.

  24. Compensation of Directors

    Compensation of Directors Nonemployee directors receive both cash and equity compensation for their service as directors. Directors who are also employees of the Company, including Mr. Murphy, do not receive any additional compensation for their service as directors. The Board, upon the recommendation of the N&G Committee, is responsible for reviewing the director compensation program and approving any changes. In September 2022, the N&G Committee reviewed our directors’ compensation relative to the compensation peer group approved by the ECC. The N&G Committee, after consultation with Compensia, determined that certain elements of the existing director compensation program were aligned with market levels of compensation, but that the annual retainer should be increased from $75,000 to $100,000 and that the annual retainer for the Chair of the Board should be increased from $110,000 annually to $135,000 to better align with the peer group. Both of these compensation changes became effective in the fourth quarter of fiscal year 2023. Cash Compensation The annual fees for our nonemployee directors for fiscal 2023 are set forth below:

  25. Compensation of Directors

    | Cash Compensation Element | Cash Compensation Program for Fiscal 2023($) | | Annual Retainer | 100,000* | | Chair fee | 135,000* | | Audit Committee Chair | 30,000 | | Audit Committee Member | 15,000 | | Executive Compensation Committee Chair | 20,000 | | Executive Compensation Committee Member | 10,000 | | Nominating and Governance Committee Chair | 15,000 | | Nominating and Governance Committee Member | 7,500 |

  26. Compensation of Directors

    * Fees increased for the fourth quarter of fiscal 2023 from $75,000 to $100,000 and from $110,000 to $135,000, respectively. The retainer fees are paid in quarterly installments in arrears and are prorated for length of service as appropriate. Nonemployee directors serving on a committee receive either the applicable chairmanship fee or the membership fee, but not both. Nonemployee directors are reimbursed for travel and other reasonable out-of-pocket expenses related to attendance at Board and committee meetings. For a summary of the fiscal 2023 cash compensation paid to our nonemployee directors, please see the Director Compensation Table below. Nonemployee directors have the ability to elect to take their cash compensation in the form of the Company’s fully vested shares of common stock. Such election must be made during an open trading window in accordance with the Company’s trading policies. No directors made such an election in fiscal 2023. Equity Compensation Our nonemployee directors are eligible to receive equity awards under the 1995 Stock Option Plan, which provides for the grant of various types of equity awards including restricted stock units (“RSUs”). Each nonemployee director who is elected or appointed at the Annual Meeting is automatically granted, immediately following the Annual Meeting, a RSU award (the “Annual RSU Award”) for a number of shares with an aggregate fair market value equal to $235,000. The Annual RSU Award vests as to 100% of the shares on the earlier of the one-year anniversary of the date of grant or the next Annual Meeting. If a Board member joins the Board on a date after the Annual Meeting, the Annual RSU Award is pro-rated based on the Board member’s length of service from joining the Board until the date of the next Annual Meeting.

  27. Compensation of Directors

    | Marvell Technology, Inc. 2023 Proxy Statement | 17 |

  28. Director Compensation Table — Fiscal 2023

    Director Compensation Table — Fiscal 2023 The following table sets forth the total compensation paid to each of our nonemployee directors serving in such capacity during any portion of fiscal 2023.

  29. Director Compensation Table — Fiscal 2023

    | Board Members | Fees Paid(1) | Stock Awards ($)(2) | Total | | Sara Andrews(3) | 74,739 | 256,957 | 331,696 | | Tudor Brown | 91,250 | 199,692 | 290,942 | | Brad Buss | 111,250 | 199,692 | 310,942 | | Edward Frank | 98,750 | 199,692 | 298,442 | | Rebecca House(3) | 41,875 | 198,447 | 240,322 | | Richard S. Hill | 197,500 | 199,692 | 397,192 | | Marachel Knight | 96,250 | 199,692 | 295,942 | | Bethany Mayer(3) | 36,847 | 0 | 36,847 | | Michael Strachan | 111,250 | 199,692 | 310,942 | | Robert E. Switz | 108,750 | 199,692 | 308,442 | | Ford Tamer | 81,250 | 199,692 | 280,942 |

  30. Director Compensation Table — Fiscal 2023

    (1) The amounts in this column reflect the fee increases that became effective in the fourth quarter of fiscal year 2023. (2) The dollar value of RSU awards shown represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The actual value that a director will realize on each RSU award will depend on the price per share of our shares of common stock at the time the shares underlying the RSUs settle and are subsequently sold. There can be no assurance that the actual value realized by a director will be at or near the grant date fair value of the RSUs awarded. (3) Ms. Andrews joined the Board mid-year during the fiscal year and received a prorated grant covering the time period from April 2022 to the date of the 2022 Annual Meeting in addition to the annual grant which was granted at the time of the 2022 Annual Meeting. Ms. House joined the Board shortly after the 2022 Annual Meeting and received a pro-rated grant from August 2022 to the date of the 2023 Annual Meeting. Ms. Mayer did not stand for election at the 2022 Annual Meeting and did not receive an annual grant on the day of the 2022 Annual Meeting. The following table provides the number of shares subject to outstanding RSUs held as of January 28, 2023 by each nonemployee director serving in that capacity during any portion of fiscal 2023, as applicable. Vesting of the nonemployee director RSUs is subject to the individual Board member’s continued service through the vesting date. No nonemployee director currently receives stock options as compensation for his or her Board service, and no nonemployee director held any stock options as of January 28, 2023.

  31. Director Compensation Table — Fiscal 2023

    | Board Members | Total RSU Awards Outstanding (#) | RSU Vesting Date | | Sara Andrews | 4,320 | June 16, 2023 | | Tudor Brown | 4,320 | June 16, 2023 | | Brad Buss | 4,320 | June 16, 2023 | | Edward Frank | 4,320 | June 16, 2023 | | Richard S. Hill | 4,320 | June 16, 2023 | | Rebecca House | 3,751 | June 16, 2023 | | Marachel Knight | 4,320 | June 16, 2023 | | Michael Strachan | 4,320 | June 16, 2023 | | Robert E. Switz | 4,320 | June 16, 2023 | | Ford Tamer | 4,320 | June 16, 2023 |

  32. Director Compensation Table — Fiscal 2023

    | Marvell Technology, Inc. 2023 Proxy Statement | 18 |

  33. Changes to Our Executive Compensation Program for Fiscal 2023

    Changes to Our Executive Compensation Program for Fiscal 2023 In fiscal 2023, in order to further align the interests of our executive officers with those of the Company’s stockholders and enhance the competitiveness of our executive compensation program, the ECC made the following changes to the executive compensation program: ▪ Increased the performance-based component of our annual long-term incentive program from 60% to 70% of the grant value in performance-based restricted stock units for the CEO and from 55% to 60% of the grant value in performance-based restricted stock units for other executive officers, with a corresponding decrease in the time-based restricted stock unit (“RSU”) component. These percentages do not include grants made in addition to the annual long term incentive program grants. ▪ Added the following financial performance multiplier to the annual TSR RSUs: Non-GAAP earnings per share compound annual growth rate (Non-GAAP EPS CAGR) percentile rank relative to our peer group. The multiplier is measured over the first two years of the three-year performance period and applied to the shares earned under the cumulative three-year TSR metric at the end of the period. The multiplier only applies if the Company ranks above the median of the peers and the resulting payout remains subject to an overall cap. ▪ Awarded an additional TSR RSU to our named executive officers, excluding our Chief Executive Officer, in December 2022 to enhance retention among the executive team, reinforce long-term shareholder value creation, and maintain the competitiveness of our executive compensation program. As a result of these additional performance-based grants, the average “At Risk” compensation for the Other Executive Officers in the above chart increased from 54% in fiscal 2022 to 68% in fiscal 2023. ▪ Increased the CEO’s and executives’ stock ownership guideline requirements from 5x to 6x base salary and from 2x to 3x base salary, respectively. ▪ Updated our peer group to include additional companies we compete against for executive talent. ▪ Adjusted the base salaries of our named executive officers and the target bonus percentages of our Chief Executive Officer and our Chief Operations Officer to better align with market. For the named executive officers other than the CEO and CFO, the payout formula for fiscal year 2023 under the Annual Incentive Plan was changed so that a 100% achievement of the individual performance goal would be increased to the same percentage of achievement as the Company performance goal if the Company performance goal exceeded 100% achievement.

  34. Changes to Our Executive Compensation Program for Fiscal 2023

    | | We do not allow our directors, officers, and employees to engage in hedging or monetization transactions, including derivative transactions, short sales, or transactions in publicly traded options. | | | We do not provide for “golden parachute” excise tax-gross-ups. | | | We do not pay dividends or dividend equivalents on our unvested restricted stock units or on vested awards where the settlement has been deferred. | | | We do not provide material perquisites. | | | We do not guarantee payment under our AIP or our performance-based equity awards. | | | We do not have special supplemental retirement plans for our executive officers. |

  35. Determining Compensation for Our Named Executive Officers

    | ▪ Reviewed the Company’s peer group for executive compensation purposes and provided recommendations with respect to the composition of the peer group; ▪ Evaluated the competitive positioning of base salaries, annual incentive, and long-term incentive compensation relative to our peer companies to support decision-making with respect to each executive officer; ▪ Advised on target award levels within the annual incentive and long-term incentive programs and, as needed, on actual compensation actions; | ▪ Reviewed the Company’s historical and projected equity utilization practices relative to market levels; ▪ Reviewed change in control and any executive severance plans or agreements; ▪ Assessed whether our compensation programs might encourage excessive or inappropriate risk taking that could have a material adverse effect on us and assisted with considering risk mitigation policies, such as our stock ownership guidelines; and ▪ Assisted with the preparation of the Compensation Discussion and Analysis for the 2022 proxy statement. |

  36. Determining Compensation for Our Named Executive Officers

    input from the Company’s senior management. During the fiscal year, the ECC also consulted with senior members of the Company’s human resources and legal departments when formulating compensation plans, and members of those groups attended the ECC meetings. While the ECC seeks the input of management in its compensation deliberations, the ECC regularly meets in executive session without any members of management present, and no executive officer participates in the ECC’s deliberations addressing the amount of his or her own individual compensation (although the Chief Executive Officer and Chief Administration and Legal Officer and Secretary participated in discussions regarding the overall design and targets of our compensation programs). The Role of the Chief Executive Officer Mr. Murphy meets with the ECC at its request and makes compensation recommendations for the senior executives who report to him but does not make a recommendation with respect to his own compensation. The senior executives are not present at the time such recommendations are discussed. Mr. Murphy’s recommendations are based in part upon the compensation information gathered by the ECC’s compensation consultant and the Company’s human resources professionals. Mr. Murphy shares with the ECC his evaluation of each senior executive’s performance and contributions. The ECC considers each senior executive’s scope of responsibilities and experience, and balances these against competitive compensation levels, including retention requirements and succession potential. The Role of Peer Groups and Benchmarking — Market Analysis The ECC considers relevant market pay practices when setting executive compensation. In February 2022, Compensia recommended, and the ECC approved, the compensation peer group for fiscal 2023. In selecting peer companies, the following criteria were used to identify a group of industry and labor market competitors, including: ▪ Ownership/Industry: Independent, publicly-traded, U.S.-based, semiconductor industry companies (fabless, to the extent available); secondary industry sectors include software, hardware and communications ▪ Revenue: ~0.5x – 4x of Marvell ▪ Market Capitalization: 0.25 – 4x of Marvell ▪ Refinement Considerations: revenue growth, profitability and competition for employees Ideally, the Company would be positioned near the median for both revenue and market capitalization; however, this has been challenging due to the limited number of similarly sized semiconductor industry companies and the Company’s high market capitalization to revenue multiple (i.e., the Company is positioned below median on revenue and above median on market cap). In particular, several of the most important semiconductor competitors for relevant talent are substantially larger companies. Based on a review of the peer group relative to the selection criteria, the following changes were made to the peer group for fiscal 2023: F5, Juniper Networks, Maxim, and Xilinx were removed from the peer group, and five key business and labor market competitors were added (Broadcom, Micron Technology, QUALCOMM, Texas Instruments and Western Digital).

  37. Executive Compensation Program for Fiscal 2023

    Executive Compensation Program for Fiscal 2023 As part of its responsibilities, the ECC conducts an annual review of the base salary, target cash incentive opportunities and equity awards made to our named executive officers and determines and approves their compensation packages and payouts. The ECC reviews the practices of members of the peer group to better understand and assess the competitiveness of the compensation that the Company pays to its executives, both with respect to each compensation element and the overall compensation package. The ECC uses this information in its determinations and assessments but does not determine compensation strictly by benchmarking to the peer group. At the beginning of fiscal 2023, the ECC reviewed our executive compensation program, both in the context of our pay-for-performance philosophy and from a market perspective and set the total direct compensation for our named executive officers for fiscal 2023 taking into account individual performance, experience, criticality and retention for each executive. Base Salary The ECC retains the discretion to increase or decrease the base salaries for our executives from time to time. In fiscal 2023, the ECC increased based salaries for the named executive officers as noted below. The ECC determined that these adjustments were appropriate considering each individuals’ performance in the prior fiscal year and after a review of the relevant market data.

  38. Executive Compensation Program for Fiscal 2023

    * Mr. Meintjes was named Chief Financial Officer as of January 20, 2023 and his salary increased from $440,000 as of the beginning of fiscal 2023 to $600,000 as of such date, a 36% increase reflecting the increased responsibilities in connection with his promotion. ** Mr. Koopmans salary was increased in fiscal 2023 to reflect increased responsibilities assigned to him. Annual Incentive Plan (AIP) Target Cash Incentive Opportunities At the beginning of fiscal 2023, the ECC reviewed the design of the AIP, including a review of the target cash incentive opportunities established for each of the roles and a comparison of those percentages to the percentage target opportunity for similar roles at applicable peer companies. Based on this review, the ECC made the following changes to the target cash incentive opportunities (expressed as a percentage of base salary) for the named executive officers in fiscal 2023: the target was increased for Mr. Murphy from 150% to 200% and increased for Mr. Koopmans from 90% to 95%. Mr. Meintjes target bonus opportunity increased from 80% to 100% of salary beginning in fiscal 2024.

  39. Executive Compensation Program for Fiscal 2023

    | Executives | Base Salary ($) | Target Annual Cash Incentive (%) | Target Annual Cash Incentive ($) | | Matthew J. Murphy | 1,070,000 | 200 | 2,140,000 | | Raghib Hussain | 640,000 | 100 | 640,000 | | Willem Meintjes* | 440,000 | 80 | 352,000 | | Chris Koopmans | 540,000 | 95 | 513,000 | | Dan Christman | 510,000 | 90 | 459,000 | | Jean Hu (former CFO) | 640,000 | 100 | 640,000 |

  40. Executive Compensation Program for Fiscal 2023

    our executives for the achievement of Company goals. Under the AIP, the Company’s executive officers are eligible to earn cash incentives based upon the achievement of pre-established performance goals. Total incentive opportunities for fiscal 2023 were based on the achievement of semi-annual targets but paid annually. The ECC split the annual targets into 1st and 2nd half targets. Incentive payouts may range between 0% and 200% of the target incentive opportunity. The ECC expressly retains the discretion to change any payouts under the Plan. The fiscal 2023 AIP was based on three corporate financial metrics: ▪ revenue (45%), ▪ non-GAAP gross margin (defined as non-GAAP gross profits from continuing operations divided by revenue) (25%), and ▪ non-GAAP operating income margin (defined as non-GAAP operating income divided by net sales) (30%). Non-GAAP financial measures may exclude the effect of share-based compensation expense, amortization of the inventory fair value, amortization of acquired intangible assets, acquisition and divestiture-related costs, restructuring and other related charges, resolution of legal matters, and certain expenses and benefits that are driven primarily by discrete events that management does not consider to be directly related to our core business. The non-GAAP performance metrics used for the AIP above, or for any performance-based equity grants, are determined by the ECC (in its sole discretion). If the Company fails to achieve the threshold level for any of the above Company performance goals, no payout is awarded for that goal. The ECC determined that the combined application of all the metrics would make achievement difficult to meet at target and very difficult to meet at maximum payout. Fiscal 2023 AIP Design — Individual Performance Goals The ECC determined that it is desirable to provide for some limited variation in incentive compensation based on individual performance for some of the executive officers. For the Chief Executive Officer and the Chief Financial Officer, 100% of the payouts under the AIP are based solely on the Company performance goals described above. Because Mr. Meintjes was promoted to the role Chief Financial Officer near the end of fiscal 2023, his bonus was based on his prior position as Chief Accounting Officer. Payouts under the AIP for the other named executive officers are based 80% on the Company performance goals described above and 20% on individual performance goals that are established at the beginning of the year, provided, that overachievement on the 20% individual component is not permitted unless the achievement of the Company’s performance goals is 100% or more. The individual performance goals were established by the Chief Executive Officer. The Company has omitted disclosure of the individual performance goals because disclosing this information would result in competitive harm to the Company. Actual Performance Against Goals The following tables present the fiscal 2023 AIP Company performance goals established by the ECC for the first half and second half of fiscal 2023 at threshold, target, high and maximum performance levels, and the actual fiscal 2023 performance for each of these metrics, each of which was tied to the annual operating plan approved by the Board.

  41. Executive Compensation Program for Fiscal 2023

    | Executives | Target Annual Cash incentive ($) | Funding Factor Corporate | Funding Factor Individual | Actual Payout ($) | | Matthew J. Murphy | 2,140,000 | 101.9% | N/A | 2,180,660 | | Raghib Hussain | 640,000 | 101.9% | 110% | 665,200 | | Willem Meintjes | 352,000 | 101.9% | 130% | 380,210 | | Chris Koopmans | 513,000 | 101.9% | 150% | 575,020 | | Dan Christman | 459,000 | 101.9% | 100% | 467,720 | | Jean Hu (former CFO)* | 640,000 | N/A | N/A | 0 |

  42. Executive Compensation Program for Fiscal 2023

    * Ms. Hu did not receive a bonus in light of her departure prior to the end of fiscal year 2023. Equity Awards Fiscal 2023 Equity Grants To reinforce the importance of long-term value creation and alignment with shareholders in our overall compensation strategy, we changed the target mix of our annual equity awards to increase the percentage of equity granted in the form of performance-based awards from 60% to 70% for the CEO and from 55% to 60% for other executive officers. Similar to past years, to determine individual equity award amounts, the ECC considered each named executive officer’s total direct compensation against that of similarly situated executives at the companies in our peer group, current performance and projected future contributions, as well as the retention value of his or her outstanding unvested equity from previously granted awards. The ECC approved grants to the named executive officers for fiscal 2023, which were comprised of time-based RSUs and TSR RSUs. The grant date fair value of all stock awards is provided in the Fiscal 2023 Summary Compensation Table and the number of shares per equity vehicle at target are shown in the tables below. April 2022 Equity Grants:

  43. Executive Compensation Program for Fiscal 2023

    | Executives | RSU # Shares | TSR RSU # Shares | Total Shares at Target (#)* | | Matthew J. Murphy | 73,807 | 172,216 | 246,023 | | Raghib Hussain | 38,052 | 57,078 | 95,130 | | Willem Meintjes | 9,185 | 13,778 | 22,963 | | Chris Koopmans | 26,243 | 39,364 | 65,607 | | Dan Christman | 26,243 | 39,364 | 65,607 | | Jean Hu (former CFO) (grants forfeited on termination of employment) | 31,491 | 47,237 | 78,728 |

  44. Executive Compensation Program for Fiscal 2023

    * Target is based solely on the TSR component of the grants. April 2022 RSU Grants Vesting Terms. Subject to continued service with the Company, the RSUs will vest in equal quarterly installments over three years from the grant date. In addition to the above grants, Messrs. Koopmans and Christman received a second RSU award granted on April 15, 2022, due to an increase in responsibilities assumed by Mr. Koopmans and for Mr. Christman because his unvested equity was substantially lower than similarly compensated executive officers. Subject to continued service with the Company, these RSUs will vest in equal quarterly installments over three years from the grant date.

  45. Executive Compensation Program for Fiscal 2023

    | Executives | RSU # Shares | | Chris Koopmans | 16,402 | | Dan Christman | 8,201 |

  46. Executive Compensation Program for Fiscal 2023

    April 2022 TSR RSUs. Fiscal 2023 TSR RSUs vest based on our TSR performance relative to the S&P 500 Index over the performance period measured from April 15, 2022 to April 5, 2025, up to a maximum 200% of the target grant amount. In addition, the amount vesting may be increased by up to 150% based on the Non-GAAP EPS compound annual growth rate (“Non-GAAP EPS CAGR”) for the Company measured against the Non-GAAP EPS CAGR for the companies in the peer group using the initial 2-year period of the performance period

  47. Executive Compensation Program for Fiscal 2023

    | Performance Level | Versus the S&P 500 Index | Payout | | Maximum | +33% over | 200% of target | | Target | Equal to Index | 100% of target | | Minimum | -33% under | 0% of target |

  48. Executive Compensation Program for Fiscal 2023

    | Percentile Rank in Peer Group | Multiplier | | Equal to or less than 50th percentile | 100% | | At 75th percentile or higher | 150% |

  49. Executive Compensation Program for Fiscal 2023

    December 2022 TSR RSUs Typically, we only grant equity awards to our executive team in April (executives who receive mid year promotions and role changes may receive additional grants in connection with those changes). However, we believed it was necessary to award additional equity as we neared the end of the fiscal year in order to address retention concerns, ensure our executive team remained strongly aligned with stockholders and to reinforce long-term shareholder value creation. Given these objectives, the grant was 100% performance-based and subject to a long-term performance period. It included both a relative total shareholder return (TSR) and earnings per share (EPS) performance component. All of our named executive officers received such a grant other than our CEO. As a result of this additional award, the overall percentage of performance-based compensation and performance-based equity for these executive officers was higher in FY23 than in prior years and our target mix described above.

  50. Executive Compensation Program for Fiscal 2023

    | Performance Level | Versus the S&P 500 Index | Payout | | Maximum | +33% over | 200% of target | | Target | Equal to Index | 100% of target | | Minimum | -33% under | 0% of target |

  51. Executive Compensation Program for Fiscal 2023

    | Percentile Rank in Peer Group | Multiplier | | Equal to or less than 50th percentile | 100% | | At 75th percentile or higher | 150% |

  52. Meintjes Promotion Equity Grant

    Meintjes Promotion Equity Grant Additional Promotion Award for Mr. Meintjes. In recognition of his promotion, the increased scope and responsibilities associated with the Chief Financial Officer role, as well as to align his pay with market, we awarded Mr. Meintjes an equity award in January 2023 with the same mix (60% TSR RSUs and 40% RSUs) and design parameters as the April annual grant he received as Chief Accounting Officer. ▪ 45,926 TSR RSUs that shall vest based on substantially the same performance terms as the grants made in December and vest based on our TSR performance relative to the S&P 500 Index over the performance period measured from December 15, 2022 to December 5, 2025, up to a maximum 200% of the target grant amount; provided, however, that the TSR related payout percentage may not exceed 100% of the target amount if the Company’s TSR is negative over the performance period. In addition, the amount vesting may be increased by up to 150% based on the EPS Multiplier. Notwithstanding the foregoing, the maximum payout of the product of (x) the relative total stockholder payout, multiplied by (y) the EPS Multiplier will not exceed 250% of the target grant amount. If the performance targets are met, the earned shares will vest on January 15, 2026 (and not December 15, 2025 like the December 2022 grants), subject to continued service with the Company through such date. ▪ 30,617 RSUs that shall vest in quarterly installments over three (3) years from the grant date of January 15, 2023. Settlement of Prior Performance Based Awards in Fiscal 2023 Measurement and Settlement in Fiscal 2023 of TSR RSUs Granted in Fiscal 2020 The fiscal 2020 TSR RSU awards were based on the achievement of performance objectives relating to the relative TSR of our common shares as compared to the TSR of the companies in the S&P 500 Index over the performance period measured from April 15, 2019 to April 5, 2022. There was a straight-line interpolation of the payout percentages for TSR between each of the payout levels (for example between Minimum and Target performance), rounded up to the nearest whole share. The rounded payout is one share in the event that performance achievement equals — 32.99% relative TSR.

  53. Meintjes Promotion Equity Grant

    | Performance Level | Versus the S&P 500 Index | Payout | | Maximum | +33% over | 200% of target | | Target | Equal to the Index | 100% of target | | Minimum | -33% under | 0% of target |

  54. Meintjes Promotion Equity Grant

    In fiscal 2023, each participating named executive officer earned shares at 200% of target (the maximum performance level), corresponding with a TSR of 325% compared to the S&P 500 Index TSR of 77% for the performance period, and those awards vested in fiscal 2023 as indicated below.

  55. Meintjes Promotion Equity Grant

    | Name | Grant Date | Vest Date | Number of Shares Target | Number of Shares Earned | | Matthew J. Murphy | 4/15/19 | 4/15/2022 | 169,597 | 333,194 | | Raghib Hussain | 4/15/19 | 4/15/2022 | 82,244 | 164,488 | | Willem Meintjes | 4/15/19 | 4/15/2022 | 13,602 | 27,204 | | Chris Koopmans | 4/15/19 | 4/15/2022 | 27,415 | 54,830 | | Dan Christman | 4/15/19 | 4/15/2022 | 29,524 | 59,048 | | Jean Hu (former CFO) | 4/15/19 | 4/15/2022 | 46,394 | 92,788 |

  56. Meintjes Promotion Equity Grant

    Share Repurchases Considerations Historically, the Company has granted TSR RSUs that are earned and vest based on the relative TSR of the Company compared to an appropriate index (TSR RSUs), performance-based RSUs that are earned and vest based on metrics related to the Company’s financial statements (FPM RSUs), performance-based RSUs that are earned and vest based on the achievement of a specific stock price (Value Creation Awards), and awards that vest partially based on TSR and partial based on Non-GAAP EPS CAGR. When granting performance-based awards that vest based on relative TSR, EPS or on the Company’s stock price, the ECC takes into account the potential impact that share repurchases may have on the awards.

  57. Meintjes Promotion Equity Grant

    | Marvell Technology, Inc. 2023 Proxy Statement | 38 |

  58. Other Factors Considered in Determining Executive Compensation

    “Incentive Compensation” generally means all compensation that the Company awards, grants or pays to, or that is otherwise vested or earned by an executive officer based wholly or in part on the attainment of any Financial Reporting Measure (defined below). “Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measure derived wholly or in part from such financial information (including, but not limited to, non-GAAP financial measures); provided, however, that unless required by law, Financial Reporting Measures shall not include stock price or relative stock performance measures including, but not limited to, total stockholder return. This policy applies in addition to any right of recoupment against the executive officers under Section 304 of the Sarbanes-Oxley Act of 2002. We are reviewing this policy and plan to timely amend it once the Nasdaq Stock Market adopts a SEC-approved listing standard complying with Exchange Act Rule 10D-1. Stock Ownership Guidelines for Executive Officers Our Board has established equity ownership guidelines for our executive officers designed to encourage long-term stock ownership and more closely link their interests with those of our other stockholders. These guidelines provide that the executive officers should have shares of common stock equal in value to (i) six times the annual base salary for the Chief Executive Officer (recently increased from five times salary), and (ii) three times their respective annual base salary for the other executive officers (recently increased from two times salary). Executive officers have five years to satisfy the guidelines from June 24, 2020, or the date such person is designated as being subject to the guidelines, whichever is later. The Board reviews progress against these guidelines annually and updates them as appropriate. The Board or the N&G Committee may discuss with the executive the reasons for a shortfall if it occurs more than five years after an executive officer becomes subject to the guidelines and more than three years after a promotion increases the guidelines expectation. While below the applicable guidelines, at any time, there is a minimum holding expectation for 50% of the net after tax shares following vesting of RSUs and performance-based RSUs, including TSR RSUs, until the applicable guideline is met. The 50% holding expectation also applies if an executive officer is short of the guideline following a promotion, change in base salary, or guideline policy change. All of our executive officers met, or were on target to meet, within the required timeframe, the increased ownership guidelines as of our fiscal year-end. Insider Trading/Anti-Hedging and Anti-Pledging Policies All employees, officers, and directors of, and consultants and contractors to, us or any of our subsidiaries are subject to our Insider Trading Prohibition Policy and Guidelines. The policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading. The policy also includes specific anti-hedging provisions. To ensure compliance with the policy and applicable federal and state securities laws, it is our policy that all individuals subject to the policy must refrain from the purchase or sale of our securities except in designated trading windows or pursuant to preapproved Exchange Act Rule 10b5-1 trading plans. Even during a trading window period, certain identified insiders, which include the named executive officers and directors, must comply with our designated pre-clearance policy prior to trading in our securities. All members of the Board, all employees (including executive officers) of, and consultants and contractors to, the Company (collectively, “Insiders”) are prohibited from engaging in “short sales” of our securities or in trading “derivative securities” tied to our securities. We define a “derivative security” generally to be any security, the value of which is dependent to some degree on another security. Examples of the most common types of derivative securities include “warrants,” “puts” and “calls.” Stock options or other securities issued pursuant to Company benefit plans or other compensatory arrangements with the Company are not subject to this prohibition. Insiders are also prohibited from purchasing any other financial instruments (including, but not limited to, prepaid variable forward contracts, equity swaps, and collars), or engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our stock. Insiders are permitted to invest in publicly offered funds that hold our stock, including mutual funds and exchange traded funds (“ETFs”), that are actively managed by an independent fund manager. Insiders are prohibited from investing in exchange funds also known as swap funds. An “exchange fund” allows an investor to “exchange” an individual stock, such as our stock, for shares in a fund of many pooled stocks. In addition, Insiders are prohibited from buying or selling interests in funds containing our securities on the basis of material nonpublic information about us. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in the Company’s securities, our executive officers and certain other insiders are prohibited from holding Marvell securities in a margin account or pledging Marvell securities as collateral for a loan. Tax Considerations Under Section 162(m) of the IRC, the Company may not take a tax deduction for any compensation paid to its executive officers who are subject to Section 162(m) in excess of $1,000,000. Our ECC may consider the deductibility of compensation when making decisions but may authorize the payment of compensation that is not deductible when it believes it to be appropriate and in the best interests of the Company and our stockholders. Accounting Considerations We are required to estimate and record an expense for each equity award over its vesting period. The ECC reviews the effect of the compensation expense under FASB ASC Topic 718 for equity compensation to the named executive officers.

  59. Compensation of Named Executive Officers

    | Name and Principal Position | Fiscal Year | Salary | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation ($)(3) | Total ($) | | Matthew J. Murphy Director, President and Chief Executive Officer | 2023 | 1,058,154 | — | 19,197,984 | 2,180,660 | 5,780 | 22,442,578 | | | 2022 | 991,731 | — | 11,956,712 | 2,556,000 | 5,780 | 15,510,223 | | | 2021 | 934,615 | — | 11,745,525 | 1,930,875 | 4,780 | 14,615,795 | | Raghib Hussain President, Products and Technologies | 2023 | 633,231 | — | 11,677,149 | 665,200 | 5,780 | 12,981,360 | | | 2022 | 595,865 | — | 10,116,511 | 973,920 | 5,780 | 11,692,076 | | | 2021 | 567,308 | — | 4,860,619 | 772,800 | 4,780 | 6,205,507 | | Willem Meintjes* Chief Financial Officer | 2023 | 440,646 | — | 6,617,010 | 380,210 | 5,780 | 7,443,646 | | Chris Koopmans* Chief Operations Officer | 2023 | 528,154 | — | 9,063,831 | 575,020 | 5,780 | 10,172,785 | | | 2022 | 465,038 | — | 1,942,390 | 745,830 | 5,780 | 3,159,039 | | Dan Christman EVP, Storage Business Group | 2023 | 504,923 | — | 8,357,393 | 467,720 | 5,780 | 9,335,816 | | | 2022 | 476,692 | — | 2,266,051 | 718,500 | 5,780 | 3,467,024 | | | 2021 | 456,923 | — | 1,851,692 | 548,136 | 4,780 | 2,861,531 | | Jean Hu Former Chief Financial Officer | 2023 | 616,692 | — | 9,747,105 | 0 | 5,780 | 10,369,577 | | | 2022 | 570,865 | — | 3,453,056 | 979,800 | 5,780 | 5,009,501 | | | 2021 | 534,615 | — | 2,777,480 | 745,250 | 4,780 | 4,062,125 |

  60. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee. During fiscal 2023, the principal executive officer of the Company was our President and Chief Executive Officer, Matthew J. Murphy. For fiscal 2023, Mr. Murphy’s annual total compensation, as disclosed in the Summary Compensation Table, was $22,442,578 and our median employee’s annual total compensation was $175,972, resulting in a pay ratio of approximately 127.5 to 1. In accordance with Item 402(u) of Regulation S-K we identified the median employee as of December 30, 2022 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by the estimated annual work schedule, for hourly employees), (B) the target incentive compensation, and (C) the estimated grant date fair value for employee equity awards granted in the fiscal year and ranking this compensation measure for our employees from lowest to highest. Amounts paid in foreign currencies were converted into U.S. Dollars using the average annual exchange rate as of the determination date, and we annualized the compensation of permanent employees that worked for less than the full year. This calculation was performed for all employees of the Company as of December 30, 2022, excluding Mr. Murphy. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  61. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control The following table shows the potential payments upon termination of employment or a change in control for the named executive officers, other than Ms. Hu and other than as noted below. Ms. Hu did not receive any severance payments or benefits or equity award acceleration upon her departure. The terms of the CIC Plan applicable to each executive and the terms of any severance agreements, if any, are set forth above in the section entitled “Employment Contracts, Severance Agreements and Change-in-Control Arrangements.” The table assumes that (i) the triggering event took place on January 27, 2023, the last business day of fiscal 2023; (ii) the value of RSU acceleration is computed by multiplying the market price of our common stock on the last trading day of fiscal 2023, which was January 27, 2023 ($44.25) by the number of unvested restricted stock units that are subject to acceleration; and (iii) the pro-rata cash incentive was earned at target for each individual. Amounts actually received if any of our named executive officers cease to be employed will vary based on factors such as the timing during the year of any such event, the Company’s stock price, the named executive officer’s age, performance under the terms of applicable performance-based awards, and any changes to our benefit arrangements and policies.

  62. Potential Payments on Termination or Change in Control

    | Named Executive Officer | Involuntary Termination Other than for “Cause” or Voluntary Termination for “Good Reason” with No Change in Control ($)(1) | Involuntary Termination In connection with Change in Control or Voluntary Termination for “Good Reason” following Change in Control ($) | | Matthew J. Murphy | | | | Cash Severance | 2,140,000 | 2,140,000 | | Cash incentive | 2,140,000 | 4,280,000 | | Pro-Rata Cash incentive | — | 2,140,000 | | Intrinsic Value of Equity Acceleration | 18,521,988 | 28,676,921(2) | | Health and Welfare Benefits | 28,356 | 56,712 | | Total | 22,830,344 | 37,293,633 | | Raghib Hussain | — | | | Cash Severance | — | 960,000 | | Cash incentive | — | 960,000 | | Pro-Rata Cash incentive | — | 640,000 | | Intrinsic Value of Equity Acceleration | — | 21,391,910(2) | | Health and Welfare Benefits | — | 42,534 | | Total | — | 23,994,444 |

  63. Potential Payments on Termination or Change in Control

    | Marvell Technology, Inc. 2023 Proxy Statement | 47 |

  64. Potential Payments on Termination or Change in Control

    | Named Executive Officer | Involuntary Termination Other than for “Cause” or Voluntary Termination for “Good Reason” with No Change in Control ($)(1) | Involuntary Termination In connection with Change in Control or Voluntary Termination for “Good Reason” following Change in Control ($) | | Willem Meintjes | | | | Cash Severance | — | 900,000 | | Cash incentive | — | 528,000 | | Pro-Rata Cash incentive | — | 352,000 | | Intrinsic Value of Equity Acceleration | — | 5,636,123(2) | | Health and Welfare Benefits | — | 42,534 | | Total | — | 7,458,657 | | Chris Koopmans | — | | | Cash Severance | — | 825,000 | | Cash incentive | — | 769,500 | | Pro-Rata Cash incentive | — | 513,000 | | Intrinsic Value of Equity Acceleration | — | 7,002,430(2) | | Health and Welfare Benefits | — | 42,552 | | Total | — | 9,152,482 | | Dan Christman | — | | | Cash Severance | — | 765,000 | | Cash incentive | — | 688,500 | | Pro-Rata Cash incentive | — | 459,000 | | Intrinsic Value of Equity Acceleration | — | 7,105,665(2) | | Health and Welfare Benefits | — | 42,552 | | Total | — | 9,060,717 |

  65. Potential Payments on Termination or Change in Control

    If the termination is in connection with a Change in Control, the terms of the CIC Plan apply, and no payments are due under any of the severance agreements described above. (2) The following assumptions were made in connection with the stock payouts: The performance grants were calculated at the tracking % as of 01/28/2023: FY21 TSR at 200%; FY21 TSR at 58.8%, FY23 TSR granted on April 15, 2023 at 13.5% and the FY23 TSR granted on December 15, 2022 and January 15, 2023 at 82.6%. Termination Due to Death or Disability. Each executive’s estate or designated beneficiary would be eligible to receive a life insurance payment upon death. This life insurance benefit is provided to all salaried employees at the rate of two-and-a-half times annual base salary (rounded to the higher multiple of $1,000) or $1,000,000, whichever is less. Life insurance coverage is reduced by 35% at age 70 and by 50% at age 75. In addition, pursuant to the Equity Award Death and Disability Acceleration Policy adopted in February 2018 and applicable to all persons who hold equity under the 1995 Stock Option Plan, upon the death or “disability” (disability shall mean that the holder of the equity award (i) has been unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is determined to be totally disabled by the Social Security Administration) of the holder of an equity award, the vesting of the equity award will be accelerated as follows: ▪ for any equity award subject only to time-based vesting, 100% of the shares subject to the equity award; ▪ for any equity award subject to performance-based vesting where the performance period has been completed, 100% of the shares subject to the portion of the equity award that has become eligible to vest based on actual performance for the performance period; and for any equity award subject to performance-based vesting where the performance period has not been completed, 100% of the shares subject to the portion of the equity award that would become eligible to vest based on performance at 100% of target levels for the performance period.

  66. Potential Payments on Termination or Change in Control

    | Marvell Technology, Inc. 2023 Proxy Statement | 48 |

  67. Potential Payments on Termination or Change in Control

    | Named Executive Officer | Potential Payments Upon Termination as a Result of Death or Permanent Disability ($)(1) | | Matthew J. Murphy | 28,057,022 | | Raghib Hussain | 14,078,624(2) | | Willem Meintjes | 6,171,636 | | Chris Koopmans | 8,056,907 | | Dan Christman | 8,018,587 |

  68. Potential Payments on Termination or Change in Control

    Excludes life insurance payment which is provided to all salaried employees. Assumes options are exercised for cash payment of the exercise price.

  69. Potential Payments on Termination or Change in Control

    | Marvell Technology, Inc. 2023 Proxy Statement | 49 |

  70. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company, illustrating pay versus performance, or PVP.

  71. Pay Versus Performance Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income ($M) | Marvell TSR Relative to S&P 500 TSR | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $22,442,578 | $(7,825,315) | $10,060,637 | $1,326,725 | $187.0 | $171.7 | $(163.5) | -26.3% | | 2022 | $15,510,223 | $57,345,982 | $5,938,147 | $16,708,351 | $278.9 | $189.9 | $(421.0) | 8.4% | | 2021 | $14,615,795 | $88,303,946 | $4,064,191 | $23,663,552 | $215.5 | $164.0 | $(277.3) | 98.3% |

  72. Pay Versus Performance Disclosure

    In the above table, Mr. Murphy is the PEO for fiscal years 2021-2023. The non-PEO named executive officers reflect the following individuals in each year: 2021: Raghib Hussain, Jean Hu, Mitchell Gaynor, and Dan Christman. 2022: Raghib Hussain, Jean Hu, Mitchell Gaynor, and Dan Christman. 2023: Raghib Hussain, Willem Meintjes and Jean Hu (each serving as CFO for part of the fiscal year), Chris Koopmans and Dan Christman. The peer group used in column (g) above is the PHLX Semiconductor Index. The dollar amounts reported in column (h) above represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Compensation Actually Paid (CAP) illustrated in the table above is calculated by making the adjustments from the Summary Compensation Table (SCT) totals as set forth in the table immediately below. Equity values are calculated in accordance with FASB ASC Topic 718.

  73. Pay Versus Performance Disclosure

    | | FY 2023 | | FY 2022 | | FY 2021 | | | Adjustments to Reported Summary Compensation Table Total for CEO and Non-CEO Named Executive Officers | CEO | Non-CEO Named Executive Officers (Average) | CEO | Non-CEO Named Executive Officers (Average) | CEO | Non-CEO Named Executive Officers (Average) | | Summary Compensation Table Total | $22,442,578 | $10,060,637 | $15,510,223 | $5,938,147 | $14,615,795 | $4,064,191 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $(19,197,984) | $(9,092,498) | $(11,956,712) | $(4,525,417) | $(11,745,525) | $(2,864,302) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $9,590,516 | $5,600,117 | $17,430,324 | $4,496,142 | $26,846,348 | $6,383,873 | | Plus, fair value as of the vesting date of equity awards granted and vested in the year | $774,322 | $326,924 | $1,536,043 | $1,828,647 | $1,949,824 | $536,204 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(17,871,376) | $(2,642,194) | $14,086,042 | $3,637,711 | $54,130,597 | $14,729,143 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | $(3,563,372) | $(831,456) | $20,740,061 | $5,333,120 | $2,506,908 | $814,443 | | Less, prior year-end fair value for any equity awards that forfeited in the year | $0 | $(2,094,806) | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $(7,825,315) | $1,326,725 | $57,345,982 | $16,708,351 | $88,303,946 | $23,663,552 |

  74. Pay Versus Performance Disclosure

    | Marvell Technology, Inc. 2023 Proxy Statement | 50 |

  75. Pay Versus Performance Disclosure

    Given a significant amount of the values in the columns below for Compensation Actually Paid to our PEO and the Other NEOs are based on our stock price as of a particular date in time, and specifically under the SEC rules, required to be the last day of the listed fiscal year, it is important to note that the values could have been dramatically different if other dates were chosen. Accordingly, the values in the columns for Compensation Actually Paid to our PEO and the Other NEOs could have been significantly less if other dates were chosen or if our stock price happened to be lower on the last day of the listed fiscal year. The following table lists the financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our named executive officers to our performance:

  76. Pay Versus Performance Disclosure

    | Most Important Performance Measures | | Relative Total Shareholder Return (TSR) | | Revenue | | Earnings per Share (EPS) | | Non-GAAP Gross Margin | | Non-GAAP Operating Income Margin |

  77. Pay Versus Performance Disclosure

    The charts below show the relationship between the PEO and other NEOs’ CAP to Net Income, Marvell TSR Relative to S&P 500TSR (company selected measure in column (i) above), and the PHLX Semiconductor Index and S&P 500 Index.

  78. Pay Versus Performance Disclosure

    | Marvell Technology, Inc. 2023 Proxy Statement | 51 |

  79. Pay Versus Performance Disclosure

    | Marvell Technology, Inc. 2023 Proxy Statement | 52 |