DEF 14A of Marvell Technology, Inc., May 13, 2026

DEF 14A of Marvell Technology, Inc.

Filed May 13, 2026 · FY20260001104659-26-060253

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 is currently set at nine (9) and there are currently nine (9) 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. In discussions with the N&G Committee one of our directors, Mr. Brown expressed a preference to retire from the Board. As a result of these discussions and his preference, he was not nominated as a director for fiscal 2027. If the current nominees are elected, we will have eight members serving on our Board and the number of directors will be reduced to eight effective as of the election of directors at the Annual Meeting. We thank Mr. Brown for his service on the Board. Our director nominees for the 2026 Annual Meeting are Sara Andrews, Brad Buss, Daniel Durn, Rebecca House, Marachel Knight, Matthew J. Murphy, Rajiv Ramaswami and Richard Wallace. All of our director nominees are currently directors who were last elected by stockholders at the 2025 Annual Meeting, except for Mr. Ramaswami who was appointed to the Board on July 22, 2025. If the current nominees are elected, we will have eight (8) members serving on our Board. All nominees elected as directors will serve until the 2027 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. Biographical information for each of the nominees may be found immediately following this proposal. 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 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

    DIRECTOR NOMINEES

  5. DIRECTOR NOMINEES

    | Name | Age(1) | Position | Director Since | Gender(2) | Demographic Identity(2) | | Matthew J. Murphy | 53 | Chairman & CEO | 2016 | M | W | | Sara Andrews | 62 | Independent Director | 2022 | F | W | | Brad W. Buss | 62 | Lead Independent Director | 2018 | M | W | | Daniel Durn | 59 | Independent Director | 2024 | M | W | | Rebecca House | 53 | Independent Director | 2022 | F | W | | Marachel L. Knight | 53 | Independent Director | 2020 | F | B | | Rajiv Ramaswami | 60 | Independent Director | 2025 | M | A | | Richard P. Wallace | 66 | Independent Director | 2024 | M | W |

  6. DIRECTOR NOMINEES

    (1) The age of each director is provided as of the Record Date. B-Black or African American. W-White. A-Asian. M-Male. F-Female.

  7. DIRECTOR NOMINEES

    | Marvell Technology, Inc. 2026 Proxy Statement | 4 |

  8. 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.

  9. DIRECTOR NOMINEES

    | Matthew J. Murphy Chairman & CEO Age: 53 Director Since: 2016 | Matthew J. Murphy is Marvell’s Chairman 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 Chairman and Chief Executive Officer, Mr. Murphy is responsible for leading new technology development, directing ongoing operations and driving Marvell’s growth strategy. From July 2016 to July 2025, Mr. Murphy was also President of the Company. 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. |

  10. DIRECTOR NOMINEES

    | Sara Andrews Independent Director Age: 62 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., 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 with the operation of large companies that are of a size and scale significantly greater than the Company. |

  11. DIRECTOR NOMINEES

    | Marvell Technology, Inc. 2026 Proxy Statement | 5 |

  12. DIRECTOR NOMINEES

    | Brad W. Buss Lead Independent Director Age: 62 Director Since: 2018 | Brad W. Buss has served as a director since July 2018 and as the Lead Independent Director since June 2025. 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. |

  13. DIRECTOR NOMINEES

    | Daniel Durn Independent Director Age: 59 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, Security 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. |

  14. DIRECTOR NOMINEES

    | Marvell Technology, Inc. 2026 Proxy Statement | 6 |

  15. DIRECTOR NOMINEES

    | Rebecca House Independent Director Age: 53 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. |

  16. DIRECTOR NOMINEES

    | Marachel L. Knight Independent Director Age: 53 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. |

  17. DIRECTOR NOMINEES

    | Marvell Technology, Inc. 2026 Proxy Statement | 7 |

  18. DIRECTOR NOMINEES

    | Rajiv Ramaswami Independent Director Age: 60 Director Since: 2025 | Rajiv Ramaswami has served as a director since July 2025. Mr. Ramaswami has served as a Director and the President and Chief Executive Officer of Nutanix, Inc., an enterprise Cloud computing company, since December 2020. Prior to joining Nutanix, Mr. Ramaswami served as Chief Operating Officer of Products and Cloud Services at VMware,Inc., a virtualization and cloud infrastructure solutions company, from October 2016 until December 2020. From April 2016 to October 2016, Mr. Ramaswami led VMware’s Networking and Security business as Executive Vice President and General Manager. Mr. Ramaswami served as Executive Vice President and General Manager, Infrastructure and Networking at Broadcom, a semiconductor, enterprise software and security solutions company, from February 2010 to January 2016, where he established Broadcom as a leader in data center, enterprise, and carrier networking. Prior to Broadcom, he served in multiple General Manager roles at Cisco, a global networking hardware and software technology company, across switching, data center, storage and optical networking business units. Earlier in his career, he held various leadership positions at Nortel, Tellabs, and IBM. Mr. Ramaswami also served as a member of the board of directors of NeoPhotonics Corporation, a manufacturer of telecommunications circuits, from March 2014 to August 2022. Mr. Ramaswami is an Institute of Electrical and Electronics Engineers Fellow and holds 36 patents, primarily in optical networking. Mr. Ramaswami has Bachelor of Science degree in Electrical Engineering and Computer Science from the Indian Institute of Technology, Madras as well as a M.S. and Ph.D. in Electrical Engineering and Computer Science from the University of California, Berkeley. Mr. Ramaswami brings more than three decades of technology industry leadership to the Board. Mr. Ramaswami is an accomplished technology executive with deep expertise spanning software, cloud services, network infrastructure, and semiconductors. His leadership and strategic perspective will be invaluable to the Board as we implement our future strategic plans. |

  19. DIRECTOR NOMINEES

    | Richard P. Wallace Independent Director Age: 66 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 38 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 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, Inc. give him a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters. |

  20. DIRECTOR NOMINEES

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

  21. DIRECTOR NOMINEES

    | Marvell Technology, Inc. 2026 Proxy Statement | 8 |

  22. DIRECTOR NOMINEES

    Non-Employee Director Nominee Skills Matrix

  23. 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 | | | 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 | | Rajiv Ramaswami | x | x | x | | x | x | x | x | | Richard Wallace | x | x | x | | x | x | x | x |

  24. DIRECTOR NOMINEES

    | Marvell Technology, Inc. 2026 Proxy Statement | 9 |

  25. 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 2027 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 2027 Annual Meeting” in this proxy statement for further information.

  26. 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 2025, 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, decided not to make any changes to the compensation levels. Elements of director compensation are shown in the table below. Cash Compensation The annual fees for our nonemployee directors as of the end of fiscal 2026 are set forth below:

  27. Compensation of Directors

    | Cash Compensation Element | Cash Compensation Program for Fiscal 2026 ($) | | 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 |

  28. Compensation of Directors

    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 2026 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 $250,000 based on the

  29. Compensation of Directors

    | Marvell Technology, Inc. 2026 Proxy Statement | 15 |

  30. Compensation of Directors

    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 and such RSUs vest on the date of the next Annual Meeting.

  31. Director Compensation Table — Fiscal 2026

    Director Compensation Table — Fiscal 2026 The following table sets forth the total compensation paid to each of our nonemployee directors serving in such capacity during any portion of fiscal 2026. 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 $250,000.

  32. Director Compensation Table — Fiscal 2026

    | Board Members | Fees Paid(1) | Stock Awards ($)(1) | Total | | Sara Andrews | 115,000 | 263,807 | 378,807 | | Tudor Brown | 110,000 | 263,807 | 373,807 | | Brad Buss | 171,806 | 263,807 | 435,613 | | Daniel Durn | 127,802 | 263,807 | 391,609 | | Rebecca House | 109,000 | 263,807 | 372,807 | | Marachel Knight | 116,041 | 263,807 | 379,848 | | Rajiv Ramaswami(2) | 54,582 | 221,152 | 275,734 | | Michael Strachan(3) | 66,580 | — | 66,580 | | Robert E. Switz(3) | 49,125 | — | 49,125 | | Richard Wallace | 110,000 | 263,807 | 373,807 |

  33. Director Compensation Table — Fiscal 2026

    (1) 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. (2) Mr. Ramaswami joined the Board mid-year and received a prorated grant. (3) Messrs. Strachan and Switz did not stand for reelection and were not granted any equity. The following table provides the number of shares subject to outstanding RSUs held as of January 31, 2026 by each nonemployee director serving in that capacity during any portion of fiscal 2026, as applicable. Vesting of the nonemployee director RSUs is subject to the individual Board member’s continued service through the vesting date.

  34. Director Compensation Table — Fiscal 2026

    | Board Members | Total RSU Awards Outstanding (#) | RSU Vesting Date | | Sara Andrews(1) | 3,940 | June 13, 2026 | | Tudor Brown | 3,940 | June 13, 2026 | | Brad Buss | 3,940 | June 13, 2026 | | Daniel Durn | 3,940 | June 13, 2026 | | Rebecca House | 3,940 | June 13, 2026 | | Marachel Knight | 3,940 | June 13, 2026 | | Rajiv Ramaswami(2) | 3,082 | June 25, 2026 | | Michael Strachan(3) | — | — | | Robert E. Switz(3) | — | — | | Richard Wallace | 3,940 | June 13, 2026 |

  35. Director Compensation Table — Fiscal 2026

    (1) Settlement of the grant made in June 2025 has been deferred by the director. (2) Grants for new directors vest on the date of the next annual meeting of stockholders and not on the earlier of one year from the date of grant or the date of the annual meeting of stockholders. Messrs. Strachan and Switz did not stand for reelection and were not granted any equity.

  36. Director Compensation Table — Fiscal 2026

    | Marvell Technology, Inc. 2026 Proxy Statement | 16 |

  37. Overview of Fiscal 2026 Executive Compensation

    For purposes of these pie charts, the value of the performance-based equity grants is shown at target and calculated using the market value on the date of grant. Fiscal 2026 Pay Outcomes ▪ Based on our performance against the AIP Financial Performance Metrics for fiscal 2026 — revenue, gross margin, and operating margin — Corporate Achievement was 144.84% of target. Final payouts ranged from 144.84% to 150.63% of target based on individual performance achievements. See “Annual Incentive Plan” below for more details. ▪ Our total shareholder return for the three-year performance period for the fiscal 2023 TSR RSU awards granted on April 15, 2022 was 30.30%, which was below the median of the S&P 500 Index. The EPS modifier had no impact on the payout. The TSR RSUs were earned at 84% of target. Our total shareholder return for the three-year performance period for the fiscal 2023 TSR RSU awards granted on December 15, 2022 (to the named executive officers other than Mr. Murphy) was 75%, which was above the median of the S&P 500 Index. The EPS modifier had no impact on the payout. The TSR RSUs were earned at 103% of target.

  38. Overview of Fiscal 2026 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 guarantee payment under our AIP or our performance-based equity awards. |

  39. 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 incentives, and long-term incentive compensation relative to our peer companies to support decision-making with respect to each executive officer; ▪ Advised on annual incentive and long-term incentive program design parameters, as well as other executive compensation related programs (e.g., employment terms, retention programs); | ▪ 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 2025 proxy statement. |

  40. Determining Compensation for Our Named Executive Officers

    compensation (although the Chief Executive Officer, Chief Human Resources 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 Compensia 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 2024 (fiscal 2025), Compensia recommended, and the ECC approved, the compensation peer group for fiscal 2026. For fiscal 2026 the following changes were made to the peer group:

  41. Fiscal 2026 Peer Group

    Fiscal 2026 Peer Group

  42. Fiscal 2026 Peer Group

    | | Advanced Micro Devices | | Microchip Technology | | Seagate Technology | | | Analog Devices | | Micron Technology | | Skyworks Solutions | | | Arista Networks | | NetApp | | Synopsys | | | Cadence Design Systems | | ON Semiconductor | | Teradyne | | | Keysight Technologies | | Palo Alto Networks | | Texas Instruments | | | KLA | | Qorvo | | Western Digital | | | Lam Research | | QUALCOMM | | |

  43. Fiscal 2026 Peer Group

    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 2026, 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 2026 taking into account individual performance, experience, criticality and retention for each executive.

  44. Fiscal 2026 Peer Group

    | Marvell Technology, Inc. 2026 Proxy Statement | 31 |

  45. Executive Compensation Program for Fiscal 2026

    | Executives | Base Salary ($) | AIP Target (% of salary) | Target Annual Cash Incentive ($) | | Matthew J. Murphy | 1,250,000 | 200 | 2,500,000 | | Sandeep Bharathi | 770,000 | 120 | 924,000 | | Willem Meintjes | 700,000 | 110 | 770,000 | | Chris Koopmans | 770,000 | 120 | 924,000 | | Mark Casper | 550,000 | 90 | 495,000 |

  46. Executive Compensation Program for Fiscal 2026

    AIP Design — Corporate Performance Measures Under the AIP, our executive officers are eligible to earn annual cash incentives based upon the achievement of 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 2026 were based on the achievement of semi-annual targets paid annually, with each semi-annual period weighted equally. 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. To promote pay-for-performance and protect stockholder value, the ECC deliberately uses two six month performance periods in the AIP rather than a single, year long period. This design improves line of sight and accountability for management by tying incentives to objectives that reflect the Company’s evolving operating environment, including customer demand visibility and macroeconomic or regulatory developments that can meaningfully change after the start of the fiscal year. It also mitigates the risk of windfalls or shortfalls driven by unforeseen external factors early in the year, helping ensure payouts more precisely track the results employees can influence. Importantly, when the ECC establishes

  47. Executive Compensation Program for Fiscal 2026

    The score for each financial performance metric was determined by the actual achievement against the applicable targets (for example, between Target and Max) based on a straight-line interpolation of pay and performance. The combined achievement score for each half of the year was based on the weighting of each metric. The total Corporate Achievement for the fiscal year based on the Financial Performance Metrics was 144.84%, which is the average of the first half and second half achievement levels. The individual funding factor was determined by the ECC in consultation with the Chief Executive Officer and the named executive officers (other than the CEO and CFO) were deemed to have met their individual performance goals at the levels set forth below. For each named executive officer other than the CEO and CFO, the bonus is calculated in two steps. First, the officer’s target bonus is multiplied by the Corporate Achievement percentage to determine the funded bonus amount. For fiscal 2026, the Corporate Achievement percentage was 144.84%. Second, 80% of the funded bonus amount is paid based on corporate performance, and the remaining 20% is paid based on individual performance. The individual-performance portion is multiplied by the officer’s Individual Achievement percentage. The sum of the corporate-performance portion and the adjusted individual-performance portion equals the officer’s total bonus payout. Total Bonus Payout = (Target Bonus × Corporate Achievement %) × [80% + (20% × Individual Achievement %)] When approving AIP payouts, the ECC considers a variety of factors including the relationship between our AIP outcomes and stockholder returns to ensure strong alignment of pay with performance. While the AIP is designed to measure rigorous, operational and strategic goals that drive long-term value creation, it may not always track market-based TSR in a single year. To safeguard alignment with stockholders’ interests, the ECC maintains robust oversight and the discretion to adjust AIP outcomes when warranted, and it regularly reviews the plan’s rigor, including calibrating semi-annual goals, and evaluating whether additional features — such as payout caps in periods of significant underperformance — would further strengthen pay-for-performance. The ECC believes that our balanced approach rewards the achievement of results within management’s control, avoids windfalls disconnected from stockholder experience, and supports sustainable value creation for our stockholders over time. Based on the Company’s performance in fiscal 2026 against its corporate financial performance goals and, in the case our named executive officers other than the CEO and CFO, their individual performance goals weighted at 20% of the payout, each named executive officer was paid a percentage of his target cash incentive opportunity as set forth below.

  48. Executive Compensation Program for Fiscal 2026

    | Executives | Target Annual Cash Incentive ($) | Funding Factor Corporate | Funding Factor Individual | Actual Payout ($) | Total Payout Percentage | | Matthew J. Murphy | 2,500,000 | 144.84% | N/A | 3,621,000 | 144.84 | | Sandeep Bharathi | 924,000 | 144.84% | 120% | 1,391,854 | 150.63 | | Willem Meintjes | 770,000 | 144.84% | N/A | 1,115,268 | 144.84 | | Chris Koopmans | 924,000 | 144.84% | 120% | 1,391,854 | 150.63 | | Mark Casper | 495,000 | 144.84% | 120% | 745,636 | 150.63 |

  49. Executive Compensation Program for Fiscal 2026

    Equity Awards Fiscal 2026 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

  50. Executive Compensation Program for Fiscal 2026

    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 2026, which were comprised of time-based RSUs and performance-based RSUs (“PSUs” or “TSR RSUs”) as part of the annual award process. The grant date fair value of all stock awards is provided in the Fiscal 2026 Summary Compensation Table and the number of shares per equity vehicle at target are shown in the tables below. April 2025 Annual Equity Awards:

  51. Executive Compensation Program for Fiscal 2026

    | Executives | RSU # Shares | PSUs (Target) # Shares* | | Matthew J. Murphy | 100,904 | 235,441 | | Sandeep Bharathi | 42,808 | 64,212 | | Willem Meintjes | 45,866 | 68,798 | | Chris Koopmans | 48,923 | 73,385 | | Mark Casper | 18,347 | 27,520 |

  52. Executive Compensation Program for Fiscal 2026

    * Target is based solely on the TSR component of the grants. April 2025 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 2025 TSR RSU Awards Performance and Vesting Terms. Fiscal 2026 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, 2025 to April 5, 2028, 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, 2028 (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.

  53. Executive Compensation Program for Fiscal 2026

    | 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 |

  54. Executive Compensation Program for Fiscal 2026

    | 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% |

  55. Additional Awards Made to our Presidents in Connection with Promotions during Fiscal 2026

    Additional Awards Made to our Presidents in Connection with Promotions during Fiscal 2026 It is both important and common practice to increase compensation in connection with a promotion to reflect the greater scope, complexity, decision rights, and accountability of the expanded role. In making promotion-related adjustments including new equity grants, the ECC reviews competitive market data for comparable positions, internal pay equity among similarly situated leaders, and the need to ensure appropriate incentives for sustained performance and retention. Aligning compensation with role scope maintains a competitive posture in the talent market, supports succession planning, and reinforces our pay-for-performance philosophy. In connection with their promotions on July 15, 2025, Messrs. Bharathi and Koopmans each received a one-time grant of: (a) RSUs vesting over 4 years as described in more detail below, and (b) PSUs representing 60% of the shares that if earned will vest 5 years from the date of grant based on our TSR performance relative to the S&P 500 Index over the performance period measured from July 15, 2025 to July 5, 2030. The RSUs, representing 40% of the shares, vest annually 10% after 1 year; 20% after 2 years; 30% after 3 years and 40% after 4 years, which is extended and back-loaded from our standard three year quarterly vesting schedule for refresh grants. The unvested portion of these grants will be forfeited if the recipient is not an employee on the vesting date. The annual April 2025 TSR RSU grant and these July 2025 TSR RSUs share the same relative TSR payout curve, negative TSR cap at 100% of Target, and 250% overall cap, but they differ in the length of the vesting term and TSR performance period (3 years vs. 5 years). The July TSR RSU also extends the Multiplier Performance Period to 4 years.

  56. Additional Awards Made to our Presidents in Connection with Promotions during Fiscal 2026

    | Executives | RSU # Shares | Target TSR RSUs # Shares* | | Sandeep Bharathi, President, Data Center Group | 112,560 | 168,839 | | Chris Koopmans, President and Chief Operating Officer | 112,560 | 168,839 |

  57. Additional Awards Made to Mr. Bharathi

    Additional Awards Made to Mr. Bharathi Prior to Mr. Bharathi’s promotion to President, Data Center, the Company approved certain equity awards to Mr. Bharathi in addition to our regular annual grant cycle. These actions were taken after careful consideration of market conditions, the Company’s retention priorities, and the importance of maintaining continuity of leadership for the execution of our strategic plan. The Company believes these awards are aligned with stockholder interests by emphasizing long-term value creation, reinforcing management stability during a critical period, and ensuring competitive total compensation for key leaders. In April, Mr. Bharathi received a regular annual equity award in accordance with our established compensation program and timing. In May, the Company granted an equity award to Mr. Bharathi for retention purposes. The Company determined that maintaining Mr. Bharathi’s leadership was essential to delivering on our operational and strategic objectives and that an incremental, performance- and retention-oriented equity award was the most appropriate and stockholder-aligned tool to address this near-term retention risk. The May award was designed to retain Mr. Bharathi over a multi-year period and to further align his interests with those of our stockholders. The Company also considered the anticipated cost to stockholders of replacing Mr. Bharathi (with respect to his promotion grant discussed above as well as the May and June grants discussed below) and Mr. Koopmans (with respect to his promotion grant discussed above) if they

  58. Additional Awards Made to Mr. Bharathi

    were to depart. Recruiting a proven external candidate would likely have required a larger up-front equity package, including make-whole awards to offset unvested equity forfeited at a prior employer and an inducement grant calibrated to attract a sitting executive. In many cases, these buyout and sign-on awards are likely to exceed the value of a targeted retention or promotion grant. By acting to retain Mr. Bharathi and Mr. Koopmans, the ECC sought to preserve continuity of leadership and to avoid incremental costs, potential dilution, and execution risk. Separately, in June, the Company approved equity awards to a select group of core talent across the Company, including Mr. Bharathi, to recognize critical contributions and to promote retention and engagement of leaders central to the Company’s strategic priorities. This one-time action was intended to support execution of key initiatives and preserve organizational momentum in a competitive talent market. In determining the size and structure of the May and June awards, the Company considered competitive market data, internal pay equity, the value of unvested holdings, Company performance, and advice from its independent compensation consultant. These awards are subject to multi-year vesting, are intended to be earned over time through continued service and performance, and include the same governance features that apply to our other equity awards, including our clawback policy. Unvested portions of these May and June awards will be forfeited if Mr. Bharathi is not an employee on the vesting dates. Awards consist of 60% TSR RSUs and 40% RSUs. The Company considers the awards to be one-time awards intended to address specific circumstances at the time of grant and does not expect these incremental awards to recur on a regular basis. The Company remains committed to our pay-for-performance philosophy and annual equity grant cadence. Additional information on the May and June grants is provided below.

  59. Additional Awards Made to Mr. Bharathi

    | Sandeep Bharathi | RSU # Shares | TSR RSUs (Target) # Shares* | | Grant date May 15, 2025 | 21,084 | 31,626 | | Grant date June 15, 2025 | 37,705 | 56,557 |

  60. Additional Awards Made to Mr. Bharathi

    * Target is based solely on the TSR component of the grants. The grants made on May 15, 2025 have the following vesting schedule: ▪ May 2025 RSU Awards Vesting Terms. Subject to continued service with the Company, the RSUs will vest in equal quarterly installments over three years from July 15, 2025. ▪ May 2025 TSR RSU Awards Vesting Terms. Subject to continued service with the Company, the TSR RSU will vest 100% on April 15, 2028. The performance terms for this TSR RSU are the same as the those described above for the April 2025 TSR RSU Awards. The grants made on June 15, 2025 have the following vesting schedule: ▪ June 2025 RSU Awards Vesting Terms. Subject to continued service with the Company, the RSUs will vest in equal semi-annual installments over four years from June 15, 2025. ▪ June 2025 TSR RSU Awards Vesting Terms. Subject to continued service with the Company, the TSR RSUs will vest 100% on June 15, 2028. The performance terms for this TSR RSU are the same as the those described above for the April 2025 TSR RSU Awards.

  61. Performance Awards Vested in Fiscal 2026

    Performance Awards Vested in Fiscal 2026 Measurement and Settlement in Fiscal 2026 of TSR RSUs Granted in April 2022 The fiscal 2023 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, 2022 to April 5, 2025. 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.

  62. Performance Awards Vested in Fiscal 2026

    | 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 |

  63. Performance Awards Vested in Fiscal 2026

    | Summary of Results | | | Performance Period | April 15, 2022 to April 5, 2025 | | Marvell TSR | 30.30% | | Index TSR | 35.89% | | Relative Performance | -5.59% | | TSR Payout Percentage | 84.0% | | EPS Payout Percentage | 100.0% | | Overall Payout Percentage | 84.0% |

  64. Performance Awards Vested in Fiscal 2026

    * Mr. Murphy deferred settlement of these awards. ** Mr. Meintjes had not yet been promoted to Chief Financial Officer on the date of grant. *** Mr. Casper had not yet been promoted to Chief Legal Officer on the date of grant. Achievement Under Special Performance-Based Equity Grants to Select Executive Officers in December 2022 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 at the time that 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. The fiscal 2023 December 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 December 15, 2022 to December 5, 2025. 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.

  65. Performance Awards Vested in Fiscal 2026

    | 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 |

  66. Performance Awards Vested in Fiscal 2026

    | Summary of Results | | | Performance Period | December 15, 2022 to December 5, 2025 | | Marvell TSR | 75.00% | | Index TSR | 74.01% | | Relative Performance | 0.99% | | TSR Payout Percentage | 103.0% | | EPS Payout Percentage | 100.0% | | Overall Payout Percentage | 103.0% |

  67. Performance Awards Vested in Fiscal 2026

    * Mr. Meintjes had not yet been promoted to Chief Financial Officer on the date of grant. ** Mr. Casper had not yet been promoted to Chief Legal Officer on the date of grant. Share Repurchases Considerations Historically, the Company has granted performance-based 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 PSUs), 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.

  68. Other Factors Considered in Determining Executive Compensation

    reaching age 65, (ii) the executive or spouse becoming eligible for other employer group coverage, or (iii) the spouse reaching age 65. No named executive officers of the Company are currently eligible for retirement benefits under the Retirement Program. A copy of the Retirement Program Plan document can be found at Exhibit 10.20 to our Annual Report on Form 10-K as filed with the SEC on March 11, 2026. 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 10.12 to our Annual Report on Form 10-K as filed with the SEC on March 11, 2026. 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); Sandeep Bharathi (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, a subcommittee of the ECC, or a management committee, each have the authority to approve equity award grants to employees, provided that only the ECC (and not a subcommittee or management committee) may approve equity award grants to our executive officers. ▪ Equity award grants to newly hired employees are generally made monthly. An equity award proposal is generally prepared for consideration by the 15th day of the month following the month of the new employee’s 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 are typically based upon a set of guidelines established by the human resources department and reviewed by the ECC. ▪ 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 time-based and performance-based 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.

  69. Other Factors Considered in Determining Executive Compensation

    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 11, 2026. 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 the date such person is designated as being subject to the guidelines. 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 equity 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 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 11, 2026. 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.

  70. 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 ($)(4) | | Matthew J. Murphy Board Chairman and Chief Executive Officer | 2024 | 1,138,698 | — | 41,792,162 | 2,226,400 | 5,780 | 45,163,040 | | | 2025 | 1,178,942 | — | 27,863,106 | 3,109,400 | 8,654 | 32,160,102 | | | 2026 | 1,237,500 | — | 20,200,068 | 3,621,000 | 5,780 | 25,064,348 | | Sandeep Bharathi President, Data Center Group | 2024 | 570,077 | — | 4,906,393 | 546,250 | 5,780 | 6,028,500 | | | 2025 | 587,404 | — | 7,041,358 | 808,914 | 7,105 | 8,444,781 | | | 2026 | 703,077 | 67,000 | 46,184,529 | 1,391,854 | 7,507 | 48,353,967 | | Willem Meintjes Chief Financial Officer | 2024 | 632,590 | — | 4,579,338 | 619,520 | 5,780 | 5,837,228 | | | 2025 | 648,269 | — | 7,307,015 | 852,800 | 5,780 | 8,813,864 | | | 2026 | 690,385 | — | 6,769,965 | 1,115,268 | 5,780 | 8,581,398 | | Chris Koopmans President and Chief Operating Officer | 2024 | 576,346 | — | 9,757,811 | 555,750 | 5,780 | 10,895,687 | | | 2025 | 597,404 | — | 7,971,305 | 897,400 | 7,290 | 9,473,399 | | | 2026 | 718,461 | — | 35,605,027 | 1,391,854 | 9,105 | 37,724,447 | | Mark Casper Chief Legal Officer and Secretary | 2024 | 492,692 | — | 2,943,844 | 450,000 | 5,780 | 3,892,316 | | | 2025 | 524,808 | — | 3,985,653 | 688,400 | 7,230 | 5,206,091 | | | 2026 | 546,154 | — | 2,708,068 | 745,636 | 7,644 | 4,007,502 |

  71. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  72. 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) | 7,713,378 | — | 3,703,347 | — | 11,416,725 |

  73. NONQUALIFIED DEFERRED COMPENSATION

    (1) On April 15, 2025, 144,662 TSR RSUs vested at 84% of target following certification of performance results. Mr. Murphy elected to defer settlement, and the vested shares were credited as deferred stock units valued at $53.32 per share on April 15, 2025 (closing stock price on such date), for an aggregate ‘executive contribution’ of $7,713,378 reported above. The aggregate balance at fiscal year-end of $11,416,725 attributable to these deferred stock units includes the fair value of the 144,662 deferred stock units at January 30, 2026 (determined using the closing stock price on the last business day of the fiscal year of $78.92). The grant-date fair value of the underlying TSR RSUs was reported in the Summary Compensation Table for fiscal 2023; therefore, the dollar amounts reported above attributable to this deferral are not included in the fiscal 2026 Summary Compensation Table.

  74. 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 2026, the principal executive officer of the Company was our Chairman and Chief Executive Officer, Matthew J. Murphy. For fiscal 2026, Mr. Murphy’s annual total compensation, as disclosed in the Summary Compensation Table, was $25,064,348 and our median employee’s annual total compensation was $158,857, resulting in a pay ratio of approximately 158 to 1. In accordance with Item 402(u) of Regulation S-K we identified the median employee as of December 31, 2025 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 31, 2025, 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.

  75. 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 30, 2026, the last business day of fiscal 2026; (ii) the value of RSU acceleration is computed by multiplying the market price of our common stock on the last trading day of fiscal 2026, which was January 30, 2026 ($78.92), 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.

  76. 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 | 2,500,000 | 2,500,000 | | Cash Incentive | 2,500,000 | 5,000,000 | | Pro-Rata Cash Incentive | — | 2,500,000 | | Intrinsic Value of Equity Acceleration | 81,395,720 | 115,375,389(2) | | Health and Welfare Benefits | 26,837 | 53,674 | | Total | 86,422,557 | 125,429,063 | | Sandeep Bharathi | — | | | Cash Severance | — | 1,155,000 | | Cash Incentive | — | 1,386,000 | | Pro-Rata Cash Incentive | — | 924,000 | | Intrinsic Value of Equity Acceleration | — | 29,571,870(2) | | Health and Welfare Benefits | — | 5,143 | | Total | — | 33,042,013 | | Willem Meintjes | | | | Cash Severance | — | 1,050,000 | | Cash Incentive | — | 1,155,000 | | Pro-Rata Cash Incentive | — | 770,000 | | Intrinsic Value of Equity Acceleration | — | 14,432,107(2) | | Health and Welfare Benefits | — | 58,014 | | Total | — | 17,465,121 | | Chris Koopmans | — | | | Cash Severance | — | 1,155,000 |

  77. Potential Payments on Termination or Change in Control

    | Marvell Technology, Inc. 2026 Proxy Statement | 51 |

  78. 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 ($)(1) | Involuntary Termination In connection with Change in Control or Voluntary Termination for “Good Reason” following Change in Control ($) | | Cash Incentive | — | 1,386,000 | | Pro-Rata Cash Incentive | — | 924,000 | | Intrinsic Value of Equity Acceleration | — | 36,979,659(2) | | Health and Welfare Benefits | — | 68,999 | | Total | — | 40,513,658 | | Mark Casper | — | | | Cash Severance | — | 825,000 | | Cash Incentive | — | 742,500 | | Pro-Rata Cash Incentive | — | 495,000 | | Intrinsic Value of Equity Acceleration | — | 8,228,715(2) | | Health and Welfare Benefits | — | 68,999 | | Total | — | 10,360,214 |

  79. 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 January 30, 2026: fiscal 2024 TSR granted on April 15, 2023 at 175%, fiscal 2025 TSR at 98%, the fiscal 2026 TSR granted on April 5, 2025, May 15, 2025 and June 15, 2025 at 24% and fiscal 2026 TSR granted on July 15, 2025 at 120%. Life Insurance and Equity 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 Acceleration Policy (adopted in February 2018 and amended in fiscal 2026 to remove disability benefits) applicable to all persons who hold equity under the 1995 Stock Option Plan, upon the death 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.

  80. Potential Payments on Termination or Change in Control

    | Named Executive Officer | Potential Value ($)(1) | | Matthew J. Murphy | 129,913,211 | | Sandeep Bharathi | 50,607,213 | | Willem Meintjes | 17,931,966 | | Chris Koopmans | 51,574,062 | | Mark Casper | 9,098,134 |

  81. Potential Payments on Termination or Change in Control

    Excludes life insurance payment which is provided to all salaried employees.

  82. Potential Payments on Termination or Change in Control

    | Marvell Technology, Inc. 2026 Proxy Statement | 52 |

  83. 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.

  84. 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) | | 2026 | $25,064,348 | $(69,708,823) | $24,917,329 | $9,349,361 | $156.47 | $293.24 | $2,670.1 | -46.2% | | 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% |

  85. Pay Versus Performance Disclosure

    In the above table, Mr. Murphy is the PEO for fiscal years 2022-2026. The non-PEO named executive officers reflect the following individuals in each year: 2026: Willem Meintjes, Chris Koopmans, Sandeep Bharathi, and Mark Casper. 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.

  86. Pay Versus Performance Disclosure

    | Prior FYE Current FYE Fiscal Year | PEO: Matthew Murphy 02/01/2025 01/31/2026 2026 | | SCT Total | $25,064,348 | | − Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(20,200,068) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $32,946,365 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(88,485,295) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $2,032,215 | | + 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 | $(21,066,387) | | − 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 | | Compensation Actually Paid | $(69,708,823) |

  87. Pay Versus Performance Disclosure

    | Marvell Technology, Inc. 2026 Proxy Statement | 53 |

  88. Pay Versus Performance Disclosure

    | Prior FYE Current FYE Fiscal Year | NEO 02/01/2025 01/31/2026 2026 | | SCT Total | $24,917,329 | | − Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(23,066,897) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $28,653,838 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(12,445,041) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $990,600 | | + 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 | $(9,700,468) | | − 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 | | Compensation Actually Paid | $9,349,361 |

  89. 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. 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:

  90. 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 |

  91. Pay Versus Performance Disclosure

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

  92. Pay Versus Performance Disclosure

    | Marvell Technology, Inc. 2026 Proxy Statement | 54 |

  93. Pay Versus Performance Disclosure

    | Marvell Technology, Inc. 2026 Proxy Statement | 55 |