DEF 14A of Marvell Technology, Inc.
Filed May 1, 2025 · FY20250001104659-25-043088
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nominees
Nominees In discussions with the N&G Committee two (2) of our directors, Mr. Strachan and Mr. Switz 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 2026. We thank Mr. Strachan and Mr. Switz for their service on the Board. Our Bylaws provide that our Board shall consist of not fewer than two (2) nor more than fifteen (15) directors. The exact number is currently set at ten (10) and there are currently ten (10) members serving on our Board. After discussing with each director their interest in continuing to serve as a director of the Company, the Nominating and Governance Committee of the Board (the “N&G Committee”) has recommended, and our Board has nominated, eight (8) current members of our Board to stand for election at the Annual Meeting. Our director nominees for the 2025 Annual Meeting are Sara Andrews, Tudor Brown, Brad Buss, Daniel Durn, Rebecca House, Marachel Knight, Matthew J. Murphy, and Richard Wallace. All of our director nominees are currently directors who were last elected by stockholders at the 2024 Annual Meeting. If the current nominees are elected, we will have eight (8) members serving on our Board and the number of directors will be reduced to eight (8) effective as of the election of directors at the Annual Meeting. All nominees elected as directors will serve until the 2026 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 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.
Board Recommendation and Required Vote
Board Recommendation and Required Vote Our Board recommends that you vote 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.
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name | Age(1) | Position | Director Since | Gender(2) | Demographic Identity(2) | | Matthew J. Murphy | 52 | Chairman, President & CEO | 2016 | M | W | | Sara Andrews | 61 | Independent Director | 2022 | F | W | | Tudor Brown | 66 | Independent Director | 2016 | M | W | | Brad W. Buss | 61 | Independent Director | 2018 | M | W | | Daniel Durn | 58 | Independent Director | 2024 | M | W | | Rebecca House | 52 | Independent Director | 2022 | F | W | | Marachel L. Knight | 52 | Independent Director | 2020 | F | B | | Richard P. Wallace | 65 | Independent Director | 2024 | M | W |
DIRECTOR NOMINEES
(1) The age of each director is provided as of the Record Date. B-Black or African American. W-White. M-Male. F-Female.
DIRECTOR NOMINEES
| Marvell Technology, Inc. 2025 Proxy Statement | 4 |
DIRECTOR NOMINEES
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.
DIRECTOR NOMINEES
| Matthew J. Murphy Chairman, President & CEO Age: 52 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 has served as a member of the Board since 2016 and as Chairman of the Board since June 2023. 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 Maxim’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. |
DIRECTOR NOMINEES
| Sara Andrews Independent Director Age: 61 Director Since: 2022 | Sara Andrews has served as a member of the Board 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., 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 with the operation of large companies that are of a size and scale significantly greater than the Company. |
DIRECTOR NOMINEES
| Marvell Technology, Inc. 2025 Proxy Statement | 5 |
DIRECTOR NOMINEES
| W. Tudor Brown Independent Director Age: 66 Director Since: 2016 | W. Tudor Brown has served as a director since December 2016. Mr. Brown has decades of leadership experience in the semiconductor industry. 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. 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. He currently serves on the board of a private company and the board of a company registered on the London Stock Exchange. Mr. Brown previously served on the board of directors of Lenovo Group Limited, Xperi (formerly Tessera Technologies) and Semiconductor Manufacturing International Corporation. 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 in international markets. |
DIRECTOR NOMINEES
| Brad W. Buss Independent Director Age: 61 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 private company boards. 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 as well as extensive business management, governance, and leadership experience. |
DIRECTOR NOMINEES
| Daniel Durn Independent Director Age: 58 Director Since: 2024 | Daniel Durn has served as a director since April 2024. He is the Chief Financial Officer and Executive Vice President, Finance, Technology Services and Operations of Adobe Inc. Mr. Durn joined Adobe in October 2021 as Executive Vice President and Chief Financial Officer. Prior to that, Mr. Durn served as a Senior Vice President and Chief Financial Officer of Applied Materials, Inc., a semiconductor equipment company, from August 2017 to October 2021. Previously, he was Executive Vice President and Chief Financial Officer at NXP Semiconductors N.V. from December 2015 to August 2017 following its merger with Freescale Semiconductor Inc. (“Freescale”), where he was Senior Vice President and Chief Financial Officer prior to the merger. Before Freescale, he was Chief Financial Officer and Executive Vice President of Finance and Administration at GlobalFoundries Inc., a multinational semiconductor company, and he served as Managing Director and Head of Mergers and Acquisitions and Strategy at Mubadala Technology Fund, a private equity fund. Prior to that, Mr. Durn was a Vice President of Mergers and Acquisitions in the technology practice at Goldman Sachs & Company, a global investment banking firm. Mr. Durn received his Master of Business Administration in Finance from Columbia Business School and graduated from the U.S. Naval Academy with a Bachelor of Science in Control Systems Engineering. He served in the Navy for six years, reaching the rank of lieutenant. Mr. Durn brings to the Board deep expertise relating to finance and accounting matters and extensive business management, governance, and leadership experience at other publicly traded technology and semiconductor companies. |
DIRECTOR NOMINEES
| Marvell Technology, Inc. 2025 Proxy Statement | 6 |
DIRECTOR NOMINEES
| Rebecca House Independent Director Age: 52 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, risk oversight, sustainability, and general management experience and expertise, as well as corporate governance experience developed through leadership positions at public companies with global operations. |
DIRECTOR NOMINEES
| Marachel L. Knight Independent Director Age: 52 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. Ms. Knight serves on the board of directors of LM Ericsson Telephone Company. 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 technology operations at scale as well as experience in 5G planning and rollouts that provides us with insights related to our technology and strategic business priorities in our carrier infrastructure end market. |
DIRECTOR NOMINEES
| Richard P. Wallace Independent Director Age: 65 Director Since: 2024 | Richard P. Wallace has served as a director since April 2024. Mr. Wallace is a director and the President and Chief Executive Officer of KLA Corporation, where he has served as the Chief Executive Officer since January 2006, the President since November 2008 and as a member of the board of directors since 2006. He began at KLA Instruments in 1988 as an applications engineer and has held various general management positions throughout his 37 years with KLA Corporation, including positions as President and Chief Operating Officer from July 2005 to December 2005, Executive Vice President of the Customer Group from May 2004 to July 2005, and Executive Vice President of the Wafer Inspection Group from July 2000 to May 2004. Earlier in his career, he held positions with Ultratech Stepper, Cypress Semiconductor Corporation and the Procter & Gamble Company. Mr. Wallace previously served as a member of the board of directors of SEMI (Semiconductor Equipment and Materials International), a prominent industry association, including as SEMI’s Chairman of the Board. In addition, he previously served as a director of Splunk, Inc., NetApp, Inc., Proofpoint, Inc and Beckman Coulter Inc. He earned his bachelor’s degree in electrical engineering from the University of Michigan and his master’s degree in engineering management from Santa Clara University, where he also taught strategic marketing and global competitiveness courses after his graduation. Mr. Wallace brings to the Board extensive leadership and semiconductor industry experience. In addition, Mr. Wallace’s current service as a member of the board of directors of KLA Corporation and his prior service as a member of the boards of directors of Splunk, Inc., NetApp Inc. and Proofpoint give him a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters. |
DIRECTOR NOMINEES
There are no family relationships among any of our director nominees and executive officers.
DIRECTOR NOMINEES
| Marvell Technology, Inc. 2025 Proxy Statement | 7 |
DIRECTOR NOMINEES
Non-Employee Director Nominee Skills Matrix
DIRECTOR NOMINEES
| Name | C-Level Experience | Operations | Governance, Legal | Auditing or Accounting | Technology, Risk Management, Cybersecurity | Public Company Board | Global Expertise | Industry knowledge | | Sara Andrews | x | | | | x | x | x | | | Tudor Brown | x | x | | | x | x | x | x | | Brad Buss | x | | x | x | x | x | x | x | | Daniel Durn | x | x | x | x | x | | x | x | | Rebecca House | x | | x | | x | | x | | | Marachel Knight | | x | | | x | x | x | x | | Richard Wallace | x | x | x | | x | x | x | x |
DIRECTOR NOMINEES
| Marvell Technology, Inc. 2025 Proxy Statement | 8 |
Identifying and Evaluating Nominees for Director
Identifying and Evaluating Nominees for Director The N&G Committee identifies, recruits, and recommends to our Board, and our Board approves, director nominees for election at each Annual Meeting and new directors for election by our Board to fill vacancies that may arise. Under our Bylaws, any director appointed by our Board is required to be voted upon by stockholders at our next Annual Meeting. The nominees for election at this Annual Meeting were recommended and approved by the N&G Committee and our Board, respectively. 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. The N&G Committee considers proposals for nomination from stockholders that are timely and that contain sufficient background information concerning the nominee to enable proper judgment to be made as to his or her qualifications. 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. For general information regarding stockholder proposals and nominations, see “Future Stockholder Proposals and Nominations for the 2026 Annual Meeting” included in this proxy statement. 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 2026 Annual Meeting” in this proxy statement for further information.
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 2024, 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, increased certain elements of director compensation as shown in the table below. Cash Compensation The annual fees for our nonemployee directors as of the end of fiscal 2025 are set forth below:
Compensation of Directors
| Cash Compensation Element | Cash Compensation Program for Fiscal 2025($) | | Annual Retainer | 100,000 | | Lead Independent Director Fee | 50,000 | | Audit Committee Chair | 35,000* | | Audit Committee Member | 15,000 | | Executive Compensation Committee Chair | 27,500* | | Executive Compensation Committee Member | 10,000 | | Nominating and Governance Committee Chair | 20,000* | | Nominating and Governance Committee Member | 9,000* |
Compensation of Directors
* Fees increased effective in the fourth quarter of fiscal 2025. Prior fees were as follows: Audit Chair: $30,000, ECC Chair: $20,000, N&G Chair: $15,000, and N&G member: $7,500. 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 2025 cash compensation paid to our nonemployee directors, please see the Director Compensation Table below. Equity Compensation Our nonemployee directors are eligible to receive equity awards under the Amended and Restated 1995 Stock Option Plan (the “1995 Stock Option Plan”), which provides for the grant of various types of equity awards including restricted stock units (“RSUs”). Currently, each nonemployee director who is elected or appointed at the Annual Meeting is automatically granted, immediately following the Annual Meeting, an RSU award (the “Annual RSU Award”) for a number of shares with an aggregate fair market value equal to $235,000 (to be increased to
Compensation of Directors
| Marvell Technology, Inc. 2025 Proxy Statement | 14 |
Compensation of Directors
$250,000 in June 2025) based on the average closing market price of our stock over the prior 30 trading days. 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.
Director Compensation Table — Fiscal 2025
Director Compensation Table — Fiscal 2025 The following table sets forth the total compensation paid to each of our nonemployee directors serving in such capacity during any portion of fiscal 2025. The amount listed for the value of the stock awards below is based on the average closing market price of our stock over the prior 30 trading days before the grant date, which is why it differs from the value above of $235,000.
Director Compensation Table — Fiscal 2025
| Board Members | Fees Paid(1) | Stock Awards ($)(2) | Total | | Sara Andrews | 115,000 | 240,120 | 355,120 | | Tudor Brown | 110,000 | 240,120 | 350,120 | | Brad Buss | 131,250 | 240,120 | 371,370 | | Daniel Durn(3) | 87,048 | 273,725 | 360,773 | | Rebecca House | 107,875 | 240,120 | 347,995 | | Marachel Knight | 110,710 | 240,120 | 350,830 | | Michael Strachan | 181,250 | 240,120 | 421,370 | | Robert E. Switz | 129,750 | 240,120 | 369,870 | | Ford Tamer(4) | 61,781 | 240,120 | 301,901 | | Richard Wallace(3) | 83,945 | 273,725 | 357,670 |
Director Compensation Table — Fiscal 2025
(1) The amounts in this column reflect the fee increases that became effective in the fourth quarter of fiscal 2025. (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) Messrs. Durn and Wallace joined the Board mid-year and received a prorated grant covering the time period from April 2024 to the date of the 2024 Annual Meeting in addition to the annual grant which was granted at the time of the 2024 Annual Meeting. (4) While Mr. Tamer was granted equity at the 2024 Annual Meeting, he resigned from the Board in September 2024 and this grant was forfeited. The following table provides the number of shares subject to outstanding RSUs held as of February 1, 2025 by each nonemployee director serving in that capacity during any portion of fiscal 2025, as applicable. Vesting of the nonemployee director RSUs is subject to the individual Board member’s continued service through the vesting date.
Director Compensation Table — Fiscal 2025
| Board Members | Total RSU Awards Outstanding (#) | RSU Vesting Date | | Sara Andrews* | 3,289 | June 13, 2025 | | Tudor Brown | 3,289 | June 13, 2025 | | Brad Buss | 3,289 | June 13, 2025 | | Daniel Durn | 3,289 | June 13, 2025 | | Rebecca House* | 3,289 | June 13, 2025 | | Marachel Knight | 3,289 | June 13, 2025 | | Michael Strachan | 3,289 | June 13, 2025 | | Robert E. Switz | 3,289 | June 13, 2025 | | Ford Tamer | — | (1) | | Richard Wallace | 3,289 | June 13, 2025 |
Director Compensation Table — Fiscal 2025
* Settlement of the grant made in June 2024 has been deferred by the director and will not happen on June 13, 2025. While Mr. Tamer was granted equity at the 2024 Annual Meeting, he resigned from the Board in September 2024 and this grant was forfeited.
Director Compensation Table — Fiscal 2025
| Marvell Technology, Inc. 2025 Proxy Statement | 15 |
Stockholder Engagement
| What We Heard From Investors | What We Are Doing In Response | | Many investors were not in favor of one-time equity grants and prefer compensation to be updated as part of the annual process. | We have not granted one-time equity awards to any NEO since May 2023, and we currently intend to utilize our annual compensation process with respect to changes to our executives’ compensation. | | Investors requested more information on our Board and executive succession planning process. | We have added information to this proxy statement that provides an overview of our succession planning process. | | Some investors believe the S&P 500 index is not the best relative performance measure for the Company and asked that we provide more information on why we use this as the relative performance measure for our TSR RSU awards. | We have added information to our Compensation Discussion and Analysis explaining why we use the S&P 500 index as the relative performance measure for our TSR RSU awards as well as some of the challenges we encountered when selecting an alternative stock index. | | Investors requested more information on the individual performance goals under our Annual Incentive Plan. | We have added information to our Compensation Discussion and Analysis describing the individual performance goals selected for the applicable named executive officers under our Annual Incentive Plan (our CEO and CFO are not assigned individual performance goals). | | Investors advised that the target performance levels for the corporate performance measures selected for the Annual Incentive Plan should not be lower than last year unless the target payout levels are also reduced. | After careful consideration, the ECC determined that, for any given year, it may be in the best interests of the Company and our stockholders to set the target performance levels for the corporate performance measures under the Annual Incentive Plan at levels that, under the then-understood business conditions are challenging but achievable even if some of these performance levels are lower than the prior year due to changes in the outlook of the Company or the semiconductor industry. The Board believes that in such a case the payout opportunities need to be at levels sufficient to incentivize our executive team even if some of the performance levels are lower than the prior year. |
Overview of Fiscal 2025 Executive Compensation
| | We do not allow our directors or officers to hold Marvell securities in a margin account or pledge Marvell securities as collateral for a loan or to engage in hedging or monetization transactions, including derivative transactions, short sales, or transactions in publicly traded options on our common stock. | | | 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 TSR-based performance-based equity awards. |
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, short-term 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; ▪ 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 2024 proxy statement. |
Determining Compensation for Our Named Executive Officers
The Role of Management One key objective of our executive compensation program is to align the program with stockholders’ interests and our business strategy. To gain insight on day-to-day operations and what rewards and incentives would be most effective to achieve this alignment, the ECC may receive 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 Legal Officer 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 — Market Analysis The ECC considers relevant market pay practices when setting executive compensation. In September 2023 (fiscal 2024), Compensia recommended, and the ECC approved, the compensation peer group for fiscal 2025, which was unchanged from the peer group approved for fiscal 2024. 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: target range of ~0.5x – 4.0x Marvell’s last 4 quarters revenue as of the date of approval ▪ Market Capitalization: target range of 0.2x – 4.0x Marvell’s 30-day average market capitalization as of the date of approval ▪ 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). Several of the most important semiconductor competitors for relevant talent are substantially larger companies.
Determining Compensation for Our Named Executive Officers
Relative to this peer group at the time of approval in September 2023, the Company ranked at approximately the 27th percentile on a last four quarters revenue basis, 53rd percentile on a one-year revenue growth basis and at the 44th percentile on market capitalization. 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 by benchmarking to the peer group. At the beginning of fiscal 2025, 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 target total direct compensation opportunities for our named executive officers for fiscal 2025 taking into account individual performance, experience, criticality and retention for each executive.
Executive Compensation Program for Fiscal 2025
Executive Compensation Program for Fiscal 2025 Fiscal 2025 Pay Outcomes ▪ Based on our actual revenue, gross margin, and operating margin for fiscal 2025, the AIP Financial Performance Metrics, the total Corporate Achievement level was 131.2% of target. See “Annual Incentive Plan” below for more details. ▪ Our total shareholder return for the three-year performance period for the fiscal 2022 TSR PSU awards granted on April 15, 2021 was 34.7%, which was above the median of the S&P 500 Index. The PSUs were earned at 106% of target following certification by the ECC on April 15, 2024. Base Salary The ECC retains the discretion to change the base salaries for our executives from time to time. In fiscal 2025, the ECC increased the base 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, internal pay parity with other senior leaders, any retention concerns, adjustments to roles and responsibilities, and an analysis of relevant competitive market data.
Executive Compensation Program for Fiscal 2025
Annual Incentive Plan (AIP) Target Cash Incentive Opportunities At the beginning of fiscal 2025, 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, as a result of an analysis of the relevant competitive market data, the ECC approved an increase in the target cash incentive opportunity (expressed as a percentage of base salary) for Mr. Koopmans for fiscal 2025 in light of his increased responsibilities and to align with peer companies. No other changes were made to the target cash incentive opportunities for the named executive officers.
Executive Compensation Program for Fiscal 2025
| Executives | Base Salary ($) | AIP Target (% of salary) | Target Annual Cash Incentive ($) | | Matthew J. Murphy | 1,185,000 | 200 | 2,370,000 | | Raghib Hussain | 700,000 | 100 | 700,000 | | Willem Meintjes | 650,000 | 100 | 650,000 | | Chris Koopmans | 600,000 | 100 | 600,000 | | Mark Casper | 530,000 | 90 | 477,000 |
Executive Compensation Program for Fiscal 2025
AIP Design — Corporate Performance Measures Under the AIP, our executive officers are eligible to earn annual cash incentives based upon the achievement of pre-established performance goals and, for the named executive officers other than the Chief Executive Officer and Chief Financial Officer, individual performance goals. Total incentive opportunities for fiscal 2025 were based on the achievement of semi-annual targets but paid annually. The ECC split the annual targets into equally weighted 1st and 2nd half targets. Incentive payouts may range between 0% and 200% of the target annual cash incentive opportunity. However, if achievement of our corporate financial metrics is less than 100%, payouts are capped at the target level without regard to above-target individual goal achievements. The fiscal 2025 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%).
Executive Compensation Program for Fiscal 2025
Non-GAAP financial measures exclude the effect of stock-based compensation expense, amortization of the inventory fair value adjustment associated with acquisitions, amortization of acquired intangible assets, acquisition and divestiture-related costs, restructuring and other related charges (including, but not limited to, asset impairment charges, employee severance costs, and facilities related charges), resolution of legal matters, and certain expenses and benefits that are driven primarily by discrete events that management and the ECC do not consider to be directly related to the Company’s core business. The Company uses non-GAAP metrics in its executive compensation plans and awards in an effort to better correlate executive compensation to Company performance as these metrics are believed to better reflect the economic reality of the Company’s operations. The non-GAAP performance metrics used for the AIP above, or for any performance-based equity awards, are determined by the ECC (in its sole discretion). If the Company fails to achieve the threshold level, as set forth in the table below, for any of the above corporate financial 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 performance levels. Fiscal 2025 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. 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 aggregate bonus payout is not permitted unless the achievement of the Company’s performance goals is 100% or more. The individual performance goals were approved by the Chief Executive Officer. Information on the individual performance goals is provided below. Fiscal 2025 Individual Performance Goals Our individual performance goals involve highly confidential, competitively sensitive information, including forward-looking targets and product-specific strategies that if disclosed could cause irreparable competitive harm by providing competitors with insight into our internal processes, know-how, products, and business initiatives, particularly as many of these goals build on multi-year achievements in order to execute on our overall business strategies. However, we understand stockholders’ desire for additional information regarding our individual performance goals and have strived to provide greater visibility into the individual goal components while balancing these competitive concerns.
Executive Compensation Program for Fiscal 2025
| Executives | Target Annual Cash incentive ($) | Funding Factor Corporate | Funding Factor Individual | Actual Payout ($) | | Matthew J. Murphy | 2,370,000 | 131.2% | N/A | 3,109,440 | | Raghib Hussain | 700,000 | 131.2% | 170% | 1,046,976 | | Willem Meintjes | 650,000 | 131.2% | N/A | 852,800 | | Chris Koopmans | 600,000 | 131.2% | 170% | 897,408 | | Mark Casper | 477,000 | 131.2% | 150% | 688,406 |
Executive Compensation Program for Fiscal 2025
Equity Awards Fiscal 2025 Equity Awards To reinforce the importance of long-term value creation and alignment with stockholders in our overall compensation strategy, the percentage of annual equity value granted in the form of performance-based awards is 70% for the CEO and 60% for other executive officers. Similar to past years, to determine individual equity award amounts, the ECC considered each named executive officer’s target total direct compensation opportunity 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 their outstanding unvested equity from previously granted awards. The ECC approved grants to the named executive officers for fiscal 2025, which were comprised of time-based RSUs and TSR RSUs as part of the annual award process. The grant date fair value of all stock awards is provided in the Fiscal 2025 Summary Compensation Table and the number of shares per equity vehicle at target are shown in the tables below. No out of cycle or special awards were granted in fiscal 2025. April 2024 Annual Equity Awards:
Executive Compensation Program for Fiscal 2025
| Executives | RSU # Shares | TSR RSU # Shares | Total Shares at Target (#)* | | Matthew J. Murphy | 83,624 | 195,122 | 278,746 | | Raghib Hussain(1) | 39,025 | 58,537 | 97,562 | | Willem Meintjes | 30,662 | 45,993 | 76,655 | | Chris Koopmans | 33,450 | 50,174 | 83,624 | | Mark Casper | 16,725 | 25,087 | 41,812 |
Executive Compensation Program for Fiscal 2025
* Target is based solely on the TSR component of the grants. (1) As reported in a Current Report on Form 8-K filed on April 14, 2025, Mr. Hussain will resign from his position with the Company effective as of May 2, 2025. As a result, only 13,008 RSU shares have vested. The remaining 26,017 RSU shares and all 58,537 TSR RSU shares will be forfeited. April 2024 RSU Awards Vesting Terms. Subject to continued service with the Company, the RSUs will vest in equal quarterly installments over three years from the grant date. April 2024 TSR RSU Awards Performance and Vesting Terms. Fiscal 2025 TSR RSUs are earned and vest based on our TSR performance relative to the S&P 500 Index over the performance period measured from April 15, 2024 to April 5, 2027, up to a maximum 200% of the target award amount. In addition, the amount earned and 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 (as such peer group is discussed previously under The Role of Peer Groups — Market Analysis) (“EPS Multiplier”). Notwithstanding the foregoing, the maximum payout of the product of (x) the relative TSR payout, multiplied by (y) the EPS Multiplier will not exceed 250% of the target award amount. If the performance targets are met including the Non-GAAP EPS CAGR, the earned shares will all vest on April 15, 2027 (three years from the date of grant), subject to continued service with the Company through such date. Annual Performance Awards Design Considerations. The S&P 500 Index was chosen as the relative measure for the TSR RSUs as its results are more stable year over year and the use of this index results in less discretionary revisions by the ECC after the fact than an industry-specific index. ▪ The semiconductor industry is known for its cyclical nature, which can lead to significant fluctuations in an industry-specific index. This volatility can impact the stability of executive compensation tied to the index and cause large swings in compensation levels from year to year regardless of the performance of the individual executive. In such a case, executives may feel that their compensation is subject to factors beyond their control, leading to frustration and demotivation. To manage the impact of large index swings (which are more likely on an industry specific index), executives may focus on short-term gains for the Company rather than long-term strategic goals. This can be detrimental to the Company’s overall health and sustainability. ▪ In addition, an industry-specific index can be significantly impacted by the merger or acquisition of one or more companies in the index as the financial performance of the merged entity may differ significantly from the individual companies. Fewer companies in the industry-specific index due to significant industry consolidation causes the index to become dependent on a smaller number of companies. A decreasing number of companies may result in the index no longer accurately representing the sector as one or two companies may experience significant price movements, which then can have a larger impact on the overall index. Plus, when there are significant changes to the companies in an industry-specific index, the ECC may be required to use its discretion to deal with the changes. Discretionary decisions can be perceived as opaque by executives and investors, leading to concerns about fairness and consistency. In addition, the use of such discretion can create uncertainty for executives, as they may not have a clear understanding of how their performance will be evaluated and rewarded. In fiscal 2023, the Company added the Non-GAAP EPS CAGR metric to the performance-based equity awards in response to stockholder feedback that investors prefer that performance-based equity awards use more than one performance metric. The relative TSR and the Non-GAAP EPS CAGR metrics were chosen by the ECC to align the executives long-term interests with those of our stockholders and to avoid redundancy with the metrics used under the AIP. The performance-based metrics are both long-term metrics and use at least a minimum three-year vesting period.
Executive Compensation Program for Fiscal 2025
| Performance Level | Versus the S&P 500 Index | Payout | | Maximum | +33% over | 200% of target | | Target | Equal to Index | 100% of target | | Minimum | Greater than -33% under | 0% of target |
Executive Compensation Program for Fiscal 2025
| Percentile Rank in Peer Group | Multiplier | | Equal to or less than 50th percentile | 100% | | 50th to 75th percentile | interpolated | | At 75th percentile or higher | 150% |
Executive Compensation Program for Fiscal 2025
Measurement and Settlement in Fiscal 2025 of TSR RSUs Granted in Fiscal 2022 The fiscal 2022 TSR RSU awards were based on the achievement of performance objectives relating to the relative TSR of our common stock as compared to the TSR of the companies in the S&P 500 Index over the performance period measured from April 15, 2021 to April 5, 2024. There was a straight-line interpolation of the payout percentages for TSR between each of the payout levels (for example, between target and maximum performance), rounded up to the nearest whole share.
Executive Compensation Program for Fiscal 2025
| 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 |
Executive Compensation Program for Fiscal 2025
earned shares on each date). Since these Special Performance-Based Equity Grants were granted in calendar 2023, a detailed description of the terms and conditions of these awards, as well as their purpose, is discussed in the definitive proxy statement for our 2024 Annual Meeting filed with the SEC on May 8, 2024. In fiscal 2025, the tranches for the $80 and $100 stock price targets of these awards were achieved and certified by our ECC and at the time each was met, our total shareholder return was above the 90th percentile of the S&P 500 index, resulting in each tranche being earned in an amount equal to 120% of the target number of units granted. The number of shares subject to these achieved tranches that were earned in fiscal 2025 were: Mr. Murphy (470,968), Mr. Hussain (149,950), and Mr. Koopmans (74,975). These shares will vest as to 50% of the units earned in each of April 2026 and April 2028 for Mr. Murphy and as to 50% in each of May 2026 and May 2028 for Mr. Koopmans, subject in each case to the executive’s continuous employment at the Company through each such vesting date. Mr. Hussain’s earned shares will be forfeited as he will not be employed by the Company on the vesting dates. No Special Equity Awards Granted After discussion with several of our large institutional stockholders, we have not granted one-time equity awards to any named executive officer (the “NEOs”) since May 2023, and, at this time, we intend to rely solely on our annual “refresh” equity award grant cycle for purposes of granting future equity awards to our executives as part of their target total direct compensation opportunities. See “Stockholder Engagement” of this Proxy Statement for more information on our recent stockholder engagement activities. 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 (Financial Performance Metric RSUs), performance-based RSUs that are earned and vest in whole or in part based on the achievement of a specific stock price, and awards that vest partially based on TSR and partial based on Non-GAAP EPS CAGR. When granting performance-based awards that are earned and 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.
Other Factors Considered in Determining Executive Compensation
Other Factors Considered in Determining Executive Compensation Employment Agreements See the section in this proxy statement entitled “Employment Contracts, Severance Agreements and Change-in-Control Arrangements” for additional information on the terms of employment, severance and change in control agreements the ECC has approved with respect to the named executive officers. In 2016, the ECC approved entering into a severance agreement with Mr. Murphy concurrently with his commencement of employment, given the recent Board and management changes at the Company at that time. The Company does not have severance agreements in effect with the other named executive officers. The ECC annually reviews market and peer group severance and change in control agreement trends and practices, as well as the Company’s severance and change in control agreements and policies. Change in Control Severance Plan (“CIC Plan”) In June 2016, the ECC recommended, and the Company’s Board adopted, the CIC Plan, the purpose of which is to provide specified payments and benefits to certain employees of the Company whose employment is subject to being either involuntarily terminated or voluntarily terminated for Good Reason under the circumstances described in the CIC Plan. The ECC has made several changes to that plan as part of its periodic reviews of competitive market practices and trends. All capitalized terms are as defined in the CIC Plan. A copy of the CIC Plan can be found at Exhibit 10.14 to our Annual Report on Form 10-K as filed with the SEC on March 12, 2025. The ECC designed the CIC Plan to protect key employees involved in evaluating certain transactions in order to facilitate a clear focus on what is best for stockholders by making the executives neutral to a potential transaction. The protections offered by tier were developed in consideration of competitive market practice and trends, and the Company executives were slotted into tiers based on the ongoing executive team structure. Benefits are only payable upon the occurrence of an Involuntary Termination of employment during the period beginning on the signing of a definitive agreement to sell the Company and ending on the date that is 24 months following the Change in Control (i.e., double trigger). The ECC has designated the following named executive officers as participants in the CIC Plan at the levels set forth following their names: Matthew J. Murphy (Tier 1); Raghib Hussain (Tier 2); Willem Meintjes (Tier 2); Chris Koopmans (Tier 2); and Mark Casper (Tier 2). Benefits payable with respect to the various tiers may be found in the section of this proxy statement entitled “Employment Contracts, Severance Agreements and Change-in-Control Arrangements.” Equity Grant Practices Policy Our Board has adopted a policy with respect to our equity award grant practices. Our current policy covers, among other things, the following: ▪ The ECC, or a subcommittee thereof, has the authority to approve equity award grants to employees, provided that only the ECC (and not a subcommittee thereof) may approve equity award grants to our executive officers. Equity award grants to newly hired employees are made monthly during regularly scheduled ECC or subcommittee meetings. An equity award proposal is generally prepared for consideration by the 15th day of the month following the month of the new employee’s
Other Factors Considered in Determining Executive Compensation
date of hire and granted using the average closing price of the Company’s common stock for the 30 trading days prior to the grant date. These awards may only be granted by the ECC or a subcommittee of the ECC and are typically based upon a set of guidelines established by the human resources department and reviewed by the ECC on the recommendation of the Chief Executive Officer. Annual equity award grants to employees are generally made after the annual performance review process is completed and are generally scheduled to be made on the 15th of April. ▪ The Company discontinued granting stock options during 2016 (other than in certain cases in connection with the conversion of options in a merger or other acquisition (“M&A”) transaction) and has granted RSUs in lieu thereof. If the Company should grant stock options (other than in connection with an M&A transaction), such grants are to be granted during an “open window.” This restriction does not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our securities on the date of grant. Other than with respect to annual equity award grants or as otherwise approved by the ECC, any equity award grants to executive officers are generally made during an “open window.” All stock option grants must have an exercise price per share no less than the per share fair market value of our shares of common stock on the date of grant, as determined under the appropriate U.S. financial accounting rules and the applicable rules and regulations under the U.S. securities laws. Policy Concerning Recoupment of Executive Officer Incentives Following Restatement In fiscal 2024, we amended our Clawback Policy to comply with Nasdaq Listing Rule 5608 and Exchange Act Rule 10D-1 and as result we increased the scope of the compensation subject to the clawback to include certain types of performance-based equity awards. Under the amended policy, in the event that the Company is required to prepare an accounting restatement of its reported financial results due to the Company’s material noncompliance with any financial reporting requirement under the United States securities laws, the Company will require its current and former executive officers to reimburse all or any portion of the Incentive Compensation (defined below) earned by or paid to such executive officers for the period of such restatement (but in no event to exceed the three fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement) that would not have otherwise been paid or earned based upon the restated financial results. “Incentive Compensation” generally means any compensation granted, earned or vested based in whole or in part on the Company’s attainment of any Financial Reporting Measure. “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, and any measure derived wholly or in part from such financial information (including, but not limited to, non-GAAP financial measures). For the avoidance of doubt, Financial Reporting Measures shall include any measure based in whole or in part on the Company’s stock price or total stockholder return. Any right of recoupment under the Clawback Policy is in addition to, and is not in lieu of, any actions imposed by law enforcement agencies, regulators including the Securities and Exchange Commission, Nasdaq, or other authorities. A copy of the Clawback Policy can be found at Exhibit 97 to our Annual Report on Form 10-K as filed with the SEC on March 12, 2025. 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 hold shares of common stock equal in value to (i) six times the annual base salary for the Chief Executive Officer, and (ii) three times their respective annual base salary for the other executive officers. 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 ownership guidelines as of our fiscal year-end. We include equity that has been earned but for which settlement has been deferred in the calculation, but we exclude unvested performance-based equity (whether earned or unearned), and unexercised options when determining if the guidelines have been satisfied. Insider Trading/Anti-Hedging and Anti-Pledging Policies We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by employees, officers, and directors of, and consultants and contractors to, us or any of our subsidiaries, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. 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-pledging and anti-hedging provisions described in more detail below. To ensure compliance with the policy and applicable federal and state securities laws, it is our policy that certain identified insiders, which include the named executive officers and directors, must refrain from the purchase or sale of our securities except in designated trading windows
Other Factors Considered in Determining Executive Compensation
or pursuant to preapproved Exchange Act Rule 10b5-1 trading plans. Even during an open 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. 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. A copy of the Insider Trading Prohibition Policy and Guidelines can be found at Exhibit 19 to our Annual Report on Form 10-K, as filed with the SEC on March 12, 2025. Tax Considerations Under Section 162(m) of the Internal Revenue Code, 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 $1,000,000. Our ECC may consider the deductibility of compensation when making decisions but may authorize the payment of compensation that is not deductible when it believes it to be appropriate and in the best interests of the Company and our stockholders. Accounting Considerations We are required to estimate and record an expense for each equity award over its vesting period. The ECC may take into account the effect of the compensation expense under FASB ASC Topic 718 when making grants of equity compensation to our employees.
Compensation of Named Executive Officers
| Name and Principal Position | Fiscal Year | Salary | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation ($)(3) | Total ($) | | Matthew J. Murphy Board Chairman, President and Chief Executive Officer | 2025 | 1,178,942 | — | 27,863,106 | 3,109,440 | 8,654 | 32,160,142 | | | 2024 | 1,138,698 | — | 41,792,162 | 2,226,400 | 5,780 | 45,163,040 | | | 2023 | 1,058,154 | — | 19,197,984 | 2,180,660 | 5,780 | 22,442,578 | | Raghib Hussain President, Products and Technologies | 2025 | 695,673 | — | 9,299,932 | 1,046,976 | 5,780 | 11,048,361 | | | 2024 | 668,269 | — | 14,609,140 | 675,000 | 15,805 | 15,968,214 | | | 2023 | 633,231 | | 11,677,149 | 665,200 | 5,780 | 12,981,360 | | Willem Meintjes Chief Financial Officer | 2025 | 648,269 | — | 7,307,015 | 852,800 | 5,780 | 8,813,864 | | | 2024 | 632,590 | — | 4,579,338 | 619,520 | 5,780 | 5,837,228 | | | 2023 | 440,646 | — | 6,617,010 | 380,210 | 5,780 | 7,443,646 | | Chris Koopmans Chief Operating Officer | 2025 | 597,404 | — | 7,971,305 | 897,408 | 7,290 | 9,473,407 | | | 2024 | 576,346 | — | 9,757,811 | 555,750 | 5,780 | 10,895,687 | | | 2023 | 528,154 | — | 9,063,831 | 575,020 | 5,780 | 10,172,785 | | Mark Casper* Chief Legal Officer and Secretary | 2025 | 524,808 | — | 3,985,653 | 688,406 | 7,230 | 5,206,097 | | | 2024 | 492,692 | — | 2,943,844 | 450,000 | 5,780 | 3,892,316 |
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($) | | Matthew Murphy, Chief Executive Officer(1) | 9,735,417 | — | 973,417 | — | 16,186,494 |
NONQUALIFIED DEFERRED COMPENSATION
(1) The amounts in the above table were not reported as compensation in the Fiscal 2025 Summary Compensation Table. Equity grants are reported in the Summary Compensation Table in the year granted, which in the case of the above grant for which settlement was deferred was fiscal 2022.
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 2025, the principal executive officer of the Company was our Chairman, President and Chief Executive Officer, Matthew J. Murphy. For fiscal 2025, Mr. Murphy’s annual total compensation, as disclosed in the Summary Compensation Table, was $32,160,142 and our median employee’s annual total compensation was $171,377, resulting in a pay ratio of approximately 188 to 1. In accordance with Item 402(u) of Regulation S-K we identified the median employee as of December 30, 2024 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, 2024, 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.
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. 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 31, 2025, the last business day of fiscal 2025; (ii) the value of RSU acceleration is computed by multiplying the market price of our common stock on the last trading day of fiscal 2025, which was January 31, 2025 ($112.86), by the number of unvested restricted stock units that are subject to acceleration; and (iii) the pro-rata cash incentive was earned at target for each individual. Amounts actually received if any of our named executive officers cease to be employed will vary based on factors such as the timing during the year of any such event, the Company’s stock price, the named executive officer’s age, performance under the terms of applicable performance- based awards, and any changes to our benefit arrangements and policies.
Potential Payments on Termination or Change in Control
| Named Executive Officer | Involuntary Termination Other than for “Cause” or Voluntary Termination for “Good Reason” with No Change in Control ($)(1) | Involuntary Termination In connection with Change in Control or Voluntary Termination for “Good Reason” following Change in Control ($) | | Matthew J. Murphy | | | | Cash Severance | 2,370,000 | 2,370,000 | | Cash Incentive | 2,370,000 | 4,740,000 | | Pro-Rata Cash Incentive | — | 2,370,000 | | Intrinsic Value of Equity Acceleration | 104,862,176 | 174,671,168(2) | | Health and Welfare Benefits | 28,405 | 56,810 | | Total | 109,630,581 | 184,207,978 | | Raghib Hussain | — | | | Cash Severance | — | 1,050,000 | | Cash Incentive | — | 1,050,000 | | Pro-Rata Cash Incentive | — | 700,000 | | Intrinsic Value of Equity Acceleration | — | 69,168,922(2) | | Health and Welfare Benefits | — | 53,647 | | Total | — | 72,022,569 |
Potential Payments on Termination or Change in Control
| Marvell Technology, Inc. 2025 Proxy Statement | 47 |
Potential Payments on Termination or Change in Control
| Named Executive Officer | Involuntary Termination Other than for “Cause” or Voluntary Termination for “Good Reason” with No Change in Control ($)(1) | Involuntary Termination In connection with Change in Control or Voluntary Termination for “Good Reason” following Change in Control ($) | | Willem Meintjes | | | | Cash Severance | — | 975,000 | | Cash Incentive | — | 975,000 | | Pro-Rata Cash Incentive | — | 650,000 | | Intrinsic Value of Equity Acceleration | — | 26,714,824(2) | | Health and Welfare Benefits | — | 43,951 | | Total | — | 29,358,775 | | Chris Koopmans | — | | | Cash Severance | — | 900,000 | | Cash Incentive | — | 900,000 | | Pro-Rata Cash Incentive | — | 600,000 | | Intrinsic Value of Equity Acceleration | — | 45,577,463(2) | | Health and Welfare Benefits | — | 53,662 | | Total | — | 48,031,125 | | Mark Casper | — | | | Cash Severance | — | 795,000 | | Cash Incentive | — | 715,500 | | Pro-Rata Cash Incentive | — | 477,000 | | Intrinsic Value of Equity Acceleration | — | 17,194,810(2) | | Health and Welfare Benefits | — | 53,662 | | Total | — | 19,235,972 |
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 01/31/2025: fiscal 2023 TSR granted on April 15, 2023 at 68%, fiscal 2023 TSR granted on December 15, 2022 and January 15, 2023 at 200%, fiscal 2024 TSR at 200% and the fiscal 2025 TSR at 164%. Life Insurance and Acceleration 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 $1,000,000, whichever is less. In addition, pursuant to the Equity Award Death and Disability Acceleration Policy adopted in February 2018 and applicable to all persons who hold equity under the 1995 Stock Option Plan, upon the death or “disability” (as defined in the policy) of the holder of an equity award, the vesting of the equity award will be accelerated as follows: ▪ for any equity award subject only to time-based vesting, 100% of the shares subject to the equity award; ▪ for any equity award subject to performance-based vesting where the performance period has been completed, 100% of the shares subject to the portion of the equity award that has become eligible to vest based on actual performance for the performance period; and ▪ for any equity award subject to performance-based vesting where the performance period has not been completed, 100% of the shares subject to the portion of the equity award that would become eligible to vest based on performance at 100% of target levels for the performance period.
Potential Payments on Termination or Change in Control
| Named Executive Officer | Potential Value ($)(1) | | Matthew J. Murphy | 170,071,217 | | Raghib Hussain | 64,588,875 | | Willem Meintjes | 26,550,654 | | Chris Koopmans | 43,725,914 | | Mark Casper | 17,610,110 |
Potential Payments on Termination or Change in Control
Excludes life insurance payment which is provided to all salaried employees.
Potential Payments on Termination or Change in Control
| Marvell Technology, Inc. 2025 Proxy Statement | 48 |
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.
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) | | 2025 | $32,160,142 | $144,383,348 | $8,635,432 | $35,103,944 | $480.7 | $299.0 | $(885.0) | 44.1 | | 2024 | $45,163,040 | $119,693,800 | $8,524,389 | $22,930,328 | $286.8 | $256.1 | $(933.4) | 29.5% | | 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 | $189.8 | $(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% |
Pay Versus Performance Disclosure
In the above table, Mr. Murphy is the PEO for fiscal years 2021-2025. The non-PEO named executive officers reflect the following individuals in each year: 2025: Raghib Hussain, Willem Meintjes, Chris Koopmans, and Mark Casper. 2024: Raghib Hussain, Willem Meintjes, Chris Koopmans, Sandeep Bharathi, and Mark Casper. 2023: Raghib Hussain, Willem Meintjes and Jean Hu (each serving as CFO for part of the fiscal year), Chris Koopmans and Dan Christman. 2022: Raghib Hussain, Jean Hu, Mitchell Gaynor, and Dan Christman. 2021: Raghib Hussain, Jean Hu, Mitchell Gaynor, and Dan Christman.
Pay Versus Performance Disclosure
| | FY 2025 | | | Adjustments to Reported Summary Compensation Table Total for CEO and Non-CEO Named Executive Officers | CEO | Non-CEO Named Executive Officers (Average) | | Summary Compensation Table Total | $32,160,142 | $8,635,432 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(27,863,106) | $(7,140,976) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $51,796,903 | $12,835,400 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $87,287,864 | $19,895,930 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $1,874,657 | $671,719 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(873,113) | $206,438 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | Compensation Actually Paid | $144,383,348 | $35,103,944 |
Pay Versus Performance Disclosure
Given a significant amount of the values 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.
Pay Versus Performance Disclosure
| Marvell Technology, Inc. 2025 Proxy Statement | 49 |
Pay Versus Performance Disclosure
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:
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 |
Pay Versus Performance Disclosure
The charts below show the relationship between the PEO and other NEOs’ compensation actually paid (“CAP”) to Net Income, Marvell TSR Relative to S&P 500 TSR (company selected measure in column (i) above), and the PHLX Semiconductor Index.
Pay Versus Performance Disclosure
| Marvell Technology, Inc. 2025 Proxy Statement | 50 |
Pay Versus Performance Disclosure
*Relative TSR is equal to Marvell TSR over each 1-year period less the TSR of the S&P 500 Index
Pay Versus Performance Disclosure
| Marvell Technology, Inc. 2025 Proxy Statement | 51 |