MRVL Marvell Technology Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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Marvell Technology, Inc.

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To our Stockholders

Marvell executed well in fiscal 2024 as we delivered total revenue of $5.5 billion and continued to transform the company to capitalize on the semiconductor industry’s most compelling growth opportunities. Artificial Intelligence (AI) is driving a generational change in data center architecture, and Marvell is one of the key enablers of this shift.

As customers increasingly allocate spend to ensure their infrastructure supports AI workloads, the demand for Marvell’s data center products — including custom silicon, optical connectivity, and switching — has surged. As a result, our Data Center revenue grew from about one-third of Marvell’s total revenue at the start of the year to more than half as we exited the fiscal fourth quarter. AI-related revenue more than tripled from approximately 3% in FY23 to more than 10% of total company revenue in FY24.

In addition to the growth of our Data Center business, in fiscal year 2024 our Automotive revenue grew annually as we continued to win new business across a broad swath of automotive OEMs. These customers rely on a growing number of Ethernet-connected endpoints to increase bandwidth and connect an array of computing functions within their vehicles and to the cloud.

While our Data Center and Automotive businesses grew in fiscal year 2024, our Carrier Infrastructure end market experienced a global softening in demand as customers slowed their 5G deployments and reduced Capex. At the same time, Marvell’s Enterprise Networking business experienced the impact of a global slowdown in IT spending. Despite these cyclical trends, our Carrier and Enterprise businesses serve large and enduring end markets that are essential to the global economy, and we expect customer demand for our leading-edge products to resume.

Controlling our destiny

In a year marked by shifts and disruptions in the semiconductor industry, we focused on controlling our destiny by reallocating our resources to accelerate our product roadmaps and seize opportunities related to AI in the Data Center. We also committed to reduce operating expenses and improve non-GAAP gross margin throughout the year, and we delivered on those commitments. In addition, we paid down debt and refinanced remaining portions with more favorable terms. We drove significant improvement in cash flow in the second half of the fiscal year and restarted our share repurchase program. Overall, Marvell returned $357 million to Stockholders in fiscal year 2024 through dividends and stock repurchases. In addition, Marvell’s Board of Directors recently authorized adding $3 billion to the company’s existing stock repurchase program, which had approximately $300 million remaining at the end of fiscal year 2024. This $3 billion increase is the largest repurchase authorization in our history.

Marvell’s transformation continues to pay off

AI has been the catalyst necessitating the extraordinary capabilities of Accelerated Computing and, more specifically, Accelerated Infrastructure. AI demands new levels of computational muscle, provided by GPUs and multiple types of customized accelerators. These accelerators represent a stark departure from traditional computing architectures that for decades were characterized by standard servers and CPUs. In fact, AI requires the power of thousands and even tens of thousands of computing systems in one or more connected data centers. AI is the most data-hungry workload the world has ever seen, and it requires leading-edge solutions to rapidly move, store, process, and secure the massive amounts of data that these systems use and produce.

“AI is the most data-hungry workload the world has ever seen, and it requires leading-edge solutions to rapidly move, store, process, and secure massive amounts of data. This accelerated infrastructure will enable a generational change in data center architecture, and Marvell is strongly positioned at the center of it.”

 

 

This is where Marvell plays a critical role. We specialize in building the Accelerated Infrastructure — the connectivity and compute — that are necessary for Accelerated Computing. In many ways, Marvell was built for this opportunity. Our portfolio includes optical connectivity solutions that provide ultra-high bandwidth and low latency. Bolstered by Marvell’s acquisitions of Inphi and Innovium in 2020 and 2021, respectively, we have solidified our position as a leader in high-speed connectivity and electro-optics. In fact, this aspect of our Data Center business was a key reason that our AI-related revenue surpassed a $200 million quarterly run rate by the end of fiscal year 2024.

In addition, Marvell has established itself as a leader in providing cutting-edge compute platforms that enable customers to push the boundaries of AI and cloud workloads in unique ways. Following Marvell’s acquisition of Cavium in 2018, we made a commitment to be a leader in accelerated compute silicon and recognized the need to have an advanced-node platform and an experienced team of people capable of collaborating with customers to develop tailored solutions that meet their unique needs. To this end, in 2019 we acquired Avera Semiconductor, the ASIC business of GLOBALFOUNDRIES, which expanded Marvell’s custom development capability. Subsequently, in 2021, we introduced our custom compute strategy and platform with products that are currently transitioning into production and are expected to fuel significant growth in fiscal years 2025 and 2026.

While we have built our strategic capabilities through a series of highly successful acquisitions, concurrently, we have excelled at organic innovation and become an industry leader in process technology, executing multiple 5nm designs in recent years and are now deeply engaged with cloud customers on many 3nm opportunities. In March 2024 we extended our collaboration with TSMC to develop the industry’s first technology platform to produce 2nm semiconductors optimized for the demands of AI.

Being recognized as a Great Place to Work

At Marvell, we know that our people are the essence of our company. Not only are our employees our most important competitive advantage, they bring to life a workplace and culture that we can all be proud of as they engage with each other and our customers, partners, investors and other stakeholders.

Marvell’s culture and workplace continues to garner external recognition. Among several honors over the past year, we were excited to be certified as a Great Place to Work® in the US. This recognition is particularly meaningful because it is based solely on the feedback provided by our current employees about their experience working at Marvell. In addition, Marvell was named one of Glassdoor’s “Best Places to Work in 2023,” and Forbes and Fortune recognized our company on their lists of “World’s Best Employers in 2023” and “Best Workplaces to Work in the Bay Area 2023,” respectively. The tech recruiting platform Built In also named Marvell one of the top 100 Best Large Places to Work in the San Francisco Bay Area.

While we are proud of this recognition, we always seek ways to improve. For instance, in fiscal 2024, Marvell increased its mental health care offerings for our employees with a focus on individual care that suits their personal preferences and lifestyles. We also expanded our family planning and health care benefits, such as increased adoption and surrogacy reimbursements and fertility coverage in the US, along with extended family leave at our sites globally.

Our commitment to treating people with respect and acting with integrity guides everything we do as a company. Integral to that is our focus on creating an inclusive, diverse and open culture. A particular area of emphasis has been on helping women develop in their careers at Marvell and in the semiconductor industry as a whole. We have an inclusion network called Women@Marvell that is active in all regions of the world, with more than 20 chapters and 700 members. In fiscal 2024, we launched two highly successful mentoring programs for women globally at Marvell.

Our commitment to transparency and openness at Marvell is reinforced through various channels of employee feedback. One significant method is our Ethical Culture Survey, which was last conducted in 2023 and involved all employees. The insights gained from this survey highlighted Marvell’s deep commitment to having a collaborative and respectful culture and doing the right thing. We also have high ethical standards governing the way we conduct our business externally, including the expectations we have of our suppliers and business partners.

Making a difference

At Marvell, we are not only committed to doing our part to transform the world with innovative technologies, we also aspire to make a difference by virtue of the way we contribute to our communities and the environment. When it comes to environmental sustainability, in fiscal year 2024 we developed a plan to reduce companywide greenhouse gas emissions, and our plan was validated by the Science Based Targets initiative. We have also continued to work with our customers and suppliers to drive positive actions related to climate change.

In addition, we are committed to giving back to the communities where we operate and to broader causes that our employees deem important and worthwhile. For example, as a company, we offer employer-matching contributions and provide paid time off for employees who volunteer for causes they believe in.

Looking to the future

This is a very exciting time to be in the semiconductor industry as technology continues to transform the world. As I’ve described, we are currently experiencing a massive transformation that is fundamentally changing data center architectures. At Marvell, we anticipated this change and spent the past several years preparing for it through organic growth and strategic acquisitions. Now those efforts are paying off, and in an increasingly big way. In fact, because of AI and the need for Accelerated Infrastructure, our opportunity is even bigger than we expected. We have been very thoughtful in building our portfolio and capabilities, and now Marvell is meeting the AI opportunity with leading solutions to enable Accelerated Computing with the power and efficiency of Accelerated Infrastructure.

In closing, I want to extend my heartfelt gratitude to Rick Hill, who, in fiscal year 2024, retired as Chairman of the Marvell Board — a position he held since April 2016. Rick played a pivotal role in Marvell’s multi-year transformation, including the recruitment of me and other members of our management team. Anyone who has benefited from Marvell’s success and growth in recent years can be grateful for his many contributions to this company, and I am honored to follow him in the role of Chairman.

 

 

Finally, I want to thank all of you who have invested in Marvell for the confidence you have had in our company. We are proud of the many things we have achieved and more confident than ever that our future has the potential to be truly extraordinary.

Matt Murphy
Chairman and CEO

This letter contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Words such as “aim,” “see,” “look,” “committed,” “dedicated,” “prospect,” “expect,” “intend,” “plan,” “project,” “believe,” “seek,” “can,” “may,” “will,” “target” and similar expressions identify such forward-looking statements. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual events or results may differ materially from those described in this letter due to a number of risks and uncertainties, including the risks and uncertainties that affect our business described in the “Risk Factors” section of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by us from time to time with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

*Non-GAAP gross margin is a financial measure that is not prepared in accordance with generally accepted accounting principles (“GAAP”). Our earnings press release filed with the SEC on a Current Report of Form 8-K on March 7, 2024 defines this and other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.

 

 

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Marvell Technology, Inc., a Delaware corporation, (“Marvell,” the “Company,” “we,” “us” or “our”) is scheduled to be held on Thursday, June 20, 2024, at 12:00 p.m. Pacific Time. The Annual Meeting will take place solely by means of remote communication as discussed below. The Annual Meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/MRVL2024. You will be able to attend, vote your shares and submit questions online during the meeting by logging in to the website specified above using the 16-digit control number included on your proxy card or a “legal proxy,” as described in further detail below.

The purposes of the Annual Meeting are:

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To elect the eleven (11) directors named in the accompanying proxy statement who will hold office until the earlier of the 2025 Annual Meeting or their resignation or removal;

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To approve named executive officer compensation on an advisory (non-binding) basis; and

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To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending February 1, 2025.

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In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. If any other matters properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy card will vote in their discretion the shares represented by all properly executed proxies.

The foregoing items of business are more fully described in the proxy statement accompanying this notice of Annual Meeting. We have established the close of business, 6 p.m. Pacific Time, on April 25, 2024, as the record date for determining those stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Only holders of shares of common stock as of the record date are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Execution of a proxy will not in any way affect your right to attend and vote at the Annual Meeting, and any person who executes a proxy will retain the right to revoke it at any time before it is exercised. Each stockholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf.

Your Board recommends that you vote: FOR the Board’s nominees for directors; FOR the approval of our named executive officer compensation; and FOR the ratification of the appointment of our independent registered public accounting firm.

In the event of a technical malfunction or other situation that the meeting Chairman determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the Chairman or secretary of the Annual Meeting will convene the meeting at 2:00 p.m. Pacific Time on the date specified above and at Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054 solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting Chairman. Under either of the foregoing circumstances, we will post information regarding the announcement in the “Investor Relations” section of the Company’s website at https://investor.marvell.com.

Your attention is directed to the accompanying proxy statement. Whether or not you plan to attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. For specific voting instructions, please refer to the information provided in the following proxy statement, together with your proxy card or the voting instructions you receive by mail, e-mail or that are provided via the Internet.

 

 

TABLE OF CONTENTS

 

 

INTRODUCTION

This proxy statement and the accompanying proxy materials are being furnished in connection with the solicitation by the board of directors (the “Board”) of Marvell Technology, Inc., a Delaware corporation, of proxies for use at our Annual Meeting of Stockholders (referred to herein as the “Annual Meeting” or the “meeting”) scheduled to be held virtually at 12:00 p.m. Pacific Time, on Thursday, June 20, 2024. This proxy statement and the accompanying proxy materials are first being made available to stockholders on or about May 8, 2024.

INFORMATION REGARDING THE ANNUAL MEETING

This proxy statement contains information about the meeting and was prepared by our management at the direction of our Board. Our Board supports each action for which your vote is solicited.

Our Board asks you to appoint Willem Meintjes, our Chief Financial Officer, and Mark Casper, our Chief Legal Officer and Secretary, as your proxy holders to vote your shares at the meeting. You may make this appointment by properly completing the proxy as described below. If appointed by you, your shares represented by a properly completed proxy received by us will be voted at the meeting in the manner specified therein or, if no instructions are marked on the proxy, your shares will be voted as described below. Although management does not know of any other matter to be acted upon at the meeting, unless contrary instructions are given, shares represented by valid proxies will be voted by the persons named on the proxy card in the manner the proxy holders deem appropriate for any other matters that may properly come before the meeting.

We maintain our executive office in Delaware at 1000 N. West Street, Suite 1200, Wilmington, DE 19801. Our telephone number in Delaware is (441) 294-8096.

Record Date and Shares Outstanding

The record date for the Annual Meeting has been set as the close of business, 6 p.m. Pacific Time, on April 25, 2024 (“Record Date”). Only stockholders of record as of such date will be entitled to notice of and to vote at the meeting. On the Record Date, there were 865,475,012 issued shares of common stock, par value $0.002 per share (“shares of common stock” or “shares”). In accordance with our Bylaws, each issued share is entitled to one vote on each of the proposals to be voted on at the meeting. Shares held as of the Record Date include shares of common stock that are held directly in your name as the stockholder of record and those shares held for you as a beneficial owner through a broker, bank, or other nominee.

In this proxy statement, we refer to the fiscal year ended January 30, 2021 as fiscal 2021, the fiscal year ended January 29, 2022 as fiscal 2022, the fiscal year ended January 28, 2023 as fiscal 2023, the fiscal year ended February 3, 2024 as fiscal 2024 and the fiscal year ended February 1, 2025 as fiscal 2025.

 

 

PROPOSAL NO. 1

ELECTION OF DIRECTORS

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 eleven and there are currently eleven 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, all eleven current members of our Board to stand for election at the Annual Meeting.

Our director nominees for the 2024 Annual Meeting are Sara Andrews, Tudor Brown, Brad Buss, Daniel Durn, Rebecca House, Marachel Knight, Matthew J. Murphy, Michael Strachan, Robert E. Switz, Ford Tamer, and Richard Wallace. All of our director nominees are currently directors who were last elected by stockholders at the 2023 Annual Meeting except for Messrs. Durn and Wallace. Messrs. Richard Wallace and Daniel Durn were each appointed to the Board in April 2024 upon the recommended of the N&G Committee.

All nominees elected as directors will serve until the 2025 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

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 AND BOARD DIVERSITY MATRIX (AS OF APRIL 25, 2024)(1)

(1)

Pursuant to Nasdaq guidance release “Board Diversity Matrix Instructions and Templates” dated January 23, 2023, we have excluded categories that are not applicable to our directors.

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(2)

The age of each director is provided as of the Record Date.

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(3)

B-Black or African American. W-White. M-Male. F-Female.

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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.

 

 

 

 

 

 

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

 

 

CORPORATE GOVERNANCE AND
MATTERS RELATED TO OUR BOARD OF DIRECTORS

Stockholder Engagement

We believe that regular, transparent communication with our stockholders and other stakeholders is essential to the Company’s long-term success. We value the views of our stockholders and other stakeholders, and the input that we receive from them is a cornerstone of our corporate governance practices.

Our Board and management team have made a meaningful effort to engage with our stockholders and other stakeholders. We hold investor day conferences periodically, and recently held our “Accelerated Infrastructure for the AI Era” event with investors on April 11, 2024. In addition to our investor day conferences, our Chief Executive Officer and Chief Financial Officer hold in-person and teleconference meetings every year with many of our institutional investors. We also participate at various investor conferences.

We hold an advisory vote to approve named executive officer compensation on an annual basis. At our 2023 Annual Meeting, we received support from approximately 90% of the votes cast on the proposal for our fiscal 2023 named executive officer compensation.

During fiscal 2024, members of our senior management and our Board reached out to investors holding approximately 40% of our outstanding stock to discuss our executive compensation program. Of these investors, investors representing approximately 30% of our outstanding stock scheduled meetings with us. The feedback from these meetings was used in the design of our executive compensation program for fiscal year 2024. Specifically, as a result of these meetings, the Special Performance-Based Equity Grant, which is described in more detail in the CD&A Section below, is structured as 100% performance-based and earned based on two performance metrics: stock price thresholds and total shareholder return relative to the S&P 500 Index. 50% of the shares are not eligible to vest until at least 3 years from the grant date, regardless of whether goals are satisfied prior to such time, and the applicable executive must be actively providing service through the 3-year vesting date. Further, the remaining 50% of the shares are not eligible to vest until 5 years from the grant date, and the applicable executive must be actively providing service through the 5-year vesting date See also section “Stockholder Engagement” of this Proxy Statement for more information on our recent stockholder engagement activities.

Corporate Governance

We believe that good corporate governance is important to our ability to manage the Company for the long-term benefit of our stockholders. We periodically review our corporate governance policies and practices (the “Corporate Governance Guidelines”) and benchmark them to those suggested by various corporate governance authorities and the practices of other public companies.

Corporate Governance Guidelines

Our Board has adopted a set of Corporate Governance Guidelines to establish a framework within which it is able to conduct its business. The Corporate Governance Guidelines provide, among other things, that:

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A majority of the directors must be independent;

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Our Board shall appoint all members and Chairmen of the Board committees based on the recommendations of the N&G Committee;

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The N&G Committee screens and recommends Board candidates to our Board;

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The Audit Committee of the Board (the “Audit Committee”), Executive Compensation Committee of the Board (the “ECC”) and N&G Committee must consist solely of independent directors; and

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The independent directors shall meet regularly in executive session without the presence of the non-independent directors or members of our management.

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If the Company has a member of management (or otherwise non-independent Board member) serving as chair of the Board, our Board will appoint a lead independent director. The lead independent director will be selected by the majority vote of the independent directors of the Board. The lead independent director’s duties include the following:

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develop the agenda for, call meetings, as needed, and moderate executive sessions of the Board’s independent directors;

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help promote good communication between the independent directors and the Chairman of the Board and/or the CEO;

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Chairman the meetings of the Board in the absence of the Chairman of the Board;

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make recommendations to the Chairman of the Board regarding the appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of the Company’s operations;

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jointly with the Chairman of the Board set agendas for Board meetings and make recommendations to the chair of the Board regarding the structure of Board meetings;

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make recommendations to the Chairman of the Board in assessing the quality, quantity and timeliness of the flow of information from the Company’s management that is necessary for the independent directors to effectively and responsibly perform their duties;

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coordinate with the N&G Committee and corporate counsel to promote a thorough annual self-assessment by the Board and its committees; and

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meet with major investors upon request.

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In performing the duties described above, the lead independent director consults with the Chairmen of the appropriate Board committees and solicits their participation.

 

 

We also provide our directors training on issues facing us and on subjects that would assist the directors in discharging their duties. Our Board may modify the Corporate Governance Guidelines from time to time, as appropriate. The Corporate Governance Guidelines can be found on our website (www.marvell.com) in the investor relations section. None of the material on our website is part of this proxy statement or is incorporated by reference herein.

Sustainability

At Marvell, our brand position of “Essential technology, done right” means running our business with people and the planet in mind. We believe that it is not just the right thing to do, it is a business imperative. Addressing sustainability topics relevant to our business strengthens our company and creates value for our employees, customers, communities and investors.

Board and Management Oversight of Sustainability

Marvell has established a strong governance system to provide oversight and accountability for the sustainability program. As one of the three committees of the Board, the N&G Committee, has oversight of sustainability and receives quarterly updates on Marvell’s sustainability progress and performance.

Senior management provides more frequent updates to the Chairman of the N&G Committee as needed. We also give regular updates to the full Board on sustainability-related matters. The Audit Committee also receives quarterly updates from senior management on our compliance programs, including those related to sustainability. In addition, senior management updates the Chairman of the Audit Committee quarterly or more frequently as needed on our compliance programs. Our ECC is responsible for overseeing a number of matters relating to our employees, including the management of risks relating to human capital management, executive compensation plans, and our compensation plans that generally apply to all employees. Our ECC receives quarterly updates from our senior executives on employee recruitment and attrition, and our Board regularly receives the results of various surveys conducted of our employees.

The management-level Sustainability Committee provides senior leadership, executive oversight and strategic guidance on sustainability. It is responsible for Marvell’s sustainability strategy, plans and initiatives, including tracking and disclosing performance and stakeholder engagement. The committee includes key business leaders from operations, sales, legal, central engineering, human resources, finance and other departments, and generally meets on a quarterly basis, or more frequently as needed.

Sustainability Working Groups are comprised of leaders and subject matter experts from critical business functions across the company, such as finance, quality, procurement, real estate, human resources and compliance. There are four Sustainability Working Groups — focusing on environmental, social, governance, and responsible product design matters, respectively — and they are responsible for the oversight of company-level sustainability initiatives and for monitoring sustainability-related risks and opportunities in their respective programs. The Working Groups generally meet monthly to ensure cross-company alignment; inform sustainability strategy; and track, measure and report on the progress on our sustainability plans and key initiatives.

Transparency on Sustainability

We are committed to being transparent on the progress on our sustainability program. We provide some highlights of our approach below. For more information on these and other topics, including performance metrics aligned with the SASB standard, please read our latest environmental, social and governance (ESG) Report that can be found on our website.

Sustainability Strategy

Our approach to sustainability topics is based on the areas we believe will have the greatest impact and opportunity for our company. Two key aspects of our sustainability approach are:

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Integrating Sustainability Into Innovation: We recognize an opportunity to deliver greater benefit, while minimizing negative impacts, by proactively and intentionally integrating more sustainability attributes into our designs. A key criterion is product power: in the data infrastructure markets we serve, we seek to develop industry-leading innovations to improve the power efficiency of our products with each subsequent product generation.

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Supply Chain Engagement: As a fabless semiconductor company, we rely on suppliers to manufacture, assemble and test our products. As a result, many of the most significant environmental and social impacts from product manufacturing take place within our suppliers’ operations. To advance our sustainability goals and priorities, we work with our suppliers on maintaining environmental and social industry standards within their operations and partner with others to further best practices throughout our industry.

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We have also set a wide range of objectives to demonstrate our commitment for improvement, including:

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Audits of our top Tier 1 suppliers in the past two years by the Responsible Business Alliance Validated Assessment Program (RBA VAP),

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100% of employees to certify to our annual Code of Business Conduct and Ethics (the “Code”), and

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Annual employee engagement (ESAT) score is higher than Glint’s Technology Industry Benchmark.

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Climate Change

Climate change is an important topic for Marvell. We recognize that climate change may pose potential risks and may create potential opportunities to our organization and are taking steps to further identify and assess the nature and magnitude of these risks and opportunities.

 

 

As such, Marvell is working to develop plans to mitigate and manage any potential material climate change risks. Marvell has an enterprise risk management process in place that may be leveraged to help identify potential climate-related risks and to assess the magnitude of such risks.

We have reported against the Task Force for Climate-related Financial Disclosures (“TCFD”) framework in our Fiscal Year 2023 ESG Report and have conducted scenario analysis on the potential impacts of climate change to our business in alignment with the TCFD framework.

We have set a Science Based Target, which has been validated by the Science Based Target initiative and is aligned to remain within the 1.5°C warming limit established under the Paris Agreement.

Currently, we use energy efficient systems and deploy renewable energy at several of our sites. Going forward, we will continue to look for opportunities to increase the deployment of renewable energy in targeted facilities based on geography.

Scope 3 GHG emissions from electricity consumption in the use phase of our products make up the largest part of our carbon footprint, We are focused on developing power-efficient semiconductor solutions that help reduce energy consumption. Our company plays an important role in improving the overall efficiency of cloud data centers, enterprise networks and automobiles by developing products that continuously increase performance per watt. We work collaboratively with our customers to meet their needs to optimize power performance.

As a fabless semiconductor company, we have opportunities to reduce our carbon impact in our supply chain. We engage many of our direct suppliers to encourage them to measure and disclose their annual GHG emissions and to develop their own carbon reduction plans enabling our customers to reduce their upstream emissions.

Human Capital

See our Annual Report on Form 10-K filed March 13, 2024 for information on our human capital management.

Ethics & Compliance

We are dedicated to a culture of honesty, integrity and transparency, which every employee is expected to maintain and uphold. We are proud that we have built a company that operates on these foundational tenets. Our Code of Business Conduct and Ethics contains requirements and expectations on a wide range of business practices, workplace policies and conduct by our employees. The Code applies to all Marvell employees, officers, vendors and Board. Annually, employees certify that they have read, understood and agree to abide by the Code. Every other year, employees complete training on the Code. New employees are also trained on the Code during onboarding.

Political Contributions

We engage with government representatives to provide information and education on issues that affect our industry. While we provide insight about the semiconductor industry, we do not: make contributions to political campaigns through money, time or in-kind contributions; have a political action committee; or make contributions to third-party committees, organizations or special funds. You can find our Policy on Political Activities on the investor relations portion of our website.

Forward-Looking Statements and Website References

Statements in this proxy statement and the materials or websites cross-referenced contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “strategy,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” “targets,” “goals,” “commits,” “may,” “can,” “will,” “would,” and similar expressions identify such forward- looking statements. Such statements concern the Company’s goals, commitments or expectations regarding corporate responsibility and sustainability matters, including our sustainability strategy and reporting, climate change and environmental matters, human capital management, corporate governance and ethics and compliance matters, executive compensation matters, and business risks and opportunities. Such statements are not guarantees or promises that goals or commitments will be met, and in the context of this disclosure, may not be considered material for Securities and Exchange Commission (SEC) reporting purposes. The Company undertakes no obligation to update any forward-looking or other statements, whether as a result of new information, future events, or otherwise, and notwithstanding any historical practice of doing so. In addition, historical, current, and forward-looking corporate responsibility or sustainability-related statements may be based on internal controls and processes that continue to evolve, standards for measuring progress that are still developing, and assumptions that are subject to change in the future. These statements involve known and unknown risks, uncertainties, and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Factors that could cause actual results to differ materially from those predicted are described in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC.

Website references and hyperlinks throughout this document are provided for convenience only. The content on the referenced websites is not incorporated into, and does not form a part of, this proxy statement.

Compensation Committee Interlocks and Insider Participation

During fiscal 2024, the ECC consisted of the following persons: Edward Frank, Tudor Brown, and Robert Switz. Dr. Frank served as a member of the ECC until his retirement from the Board following the 2023 Annual Meeting. None of the members of the ECC who served during fiscal 2024 is a current or former officer or employee of Marvell or our subsidiaries or had any relationship with us not otherwise disclosed herein under applicable SEC rules. In addition, to our knowledge, there are no compensation committee interlocks between us and other entities involving our executive officers or directors who serve as executive officers or directors of such other entities.

 

 

Director Qualifications

We are required to have a majority of independent directors who meet the definition of “independent director” under applicable Nasdaq and SEC rules. We are also required to have at least one member of our Audit Committee who meets the criteria for an “audit committee financial expert” as defined by SEC rules. We also believe it is appropriate for our Chief Executive Officer to serve on our Board.

The N&G Committee believes that the following specific, minimum qualifications must be met by a nominee for the position of director:

▪

The highest personal and professional ethics and integrity;

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▪

The ability to work together with other directors, with full and open discussion and debate as an effective, collegial group;

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▪

Current knowledge and experience in our business or operations, or contacts in the community in which we do business and, in the industries, relevant to our business, or substantial business, financial or industry-related experience; and

​

▪

The willingness and ability to devote adequate time and attention to our business.

​

When making its determination whether a nominee is qualified for the position of director, the N&G Committee may also consider such other factors as it may deem in the best interests of the Company and its stockholders, such as the following:

▪

Relationships that may affect the independence of the director or conflicts of interest that may affect the director’s ability to discharge his or her duties;

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▪

Diversity of perspective, opinion, experience, and background of the proposed director, including the need for financial, business, academic, public sector or other expertise on our Board or its committees, as well as gender and ethnic diversity; and

​

▪

An individual’s skillset and experience together with those of other directors and potential directors compared to the Company’s needs.

​

When evaluating a candidate for nomination, the N&G Committee does not assign specific weight to any of these factors or believe that all of the criteria should necessarily apply to every candidate. In addition, as part of the N&G Committee’s objective of building a diverse board, the N&G Committee seeks out highly qualified diverse candidates to add to the Board. The N&G Committee assesses its effectiveness in this regard in connection with its annual director evaluation process.

Identifying and Evaluating Nominees for Director

The N&G Committee reviews the appropriate skills and characteristics required of directors in the context of the current composition of our Board. Candidates considered for nomination to our Board may come from several sources, including current and former directors, professional search firms and stockholder nominations. The N&G Committee considers all persons recommended in the same manner, regardless of the source of nomination.

A stockholder seeking to recommend a prospective nominee for the N&G Committee’s consideration should submit the candidate’s name and qualifications to our Chief Legal Officer and Secretary, Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054. Nominees for director are evaluated by the N&G Committee, which may retain the services of a professional search firm to assist it in evaluating potential nominees.

Our Bylaws permit proxy access for stockholders. Stockholders who wish to nominate directors for inclusion in our proxy statement, or directly at an Annual Meeting in accordance with the procedures in our Bylaws, should see “Future Stockholder Proposals and Nominations for the 2025 Annual Meeting” in this proxy statement for further information.

Board Leadership Structure

As part of our annual governance review in March 2023, after considering the benefits and risks of a combined Chairman/CEO leadership structure, market practices, and the Company’s practices for ensuring independent Board oversight of management, our Board determined that combining the roles of Chairman and Chief Executive Officer (in combination with a lead independent director) is the most effective leadership structure for the Company at this time. In addition, our Corporate Governance Guidelines provide that when the role of the Chairman is combined with that of the Chief Executive Officer, the independent directors are required to appoint a lead independent director. The Board believes the current structure will provide the Company and the Board with strong leadership, appropriate independent oversight of management, and the ability to communicate the Company’s business and strategy to stockholders, customers, employees, and the public in a single voice. We believe our lead independent director provides a strong counterbalance to the Chairman by, for example, facilitating independent oversight of management, promoting open dialogue among the independent directors during and in between Board meetings, leading executive sessions at each quarterly Board meeting without the presence of the Chief Executive Officer, and focusing on the Board’s priorities and processes. The independent Board members have designated Mr. Murphy as Chairman and Mr. Strachan as the lead independent director with the duties set forth in more detail in our Corporate Governance Guidelines described above.

Board Meeting Attendance

There were six meetings of our Board in fiscal 2024, as well as numerous committee meetings. The number of meetings of each committee is set forth below in “Committees of our Board.” Each of our current directors attended at least 75% of the total number of meetings of our Board and committees on which such director served during fiscal 2024. In addition, on average, our current directors (other than Messrs. Richard Wallace and Daniel Durn who were not on the Board in fiscal 2024) had an attendance rate in fiscal 2024 of 100%. The independent directors met regularly in executive session in fiscal 2024 without the presence of the non-independent directors or members of our management.

 

 

Committees of Our Board

Our Board has three standing committees: the Audit Committee, the ECC and the N&G Committee. Committee membership as of the last day of fiscal 2024 was as follows:

Our Board has adopted written charters for each of these committees, and copies of the charters are available on our website in the corporate governance section of our investor relations webpage. Each of the committee charters is reviewed annually by the respective committee, which may recommend appropriate changes for approval by our Board. None of the material on our website is part of this proxy statement or is incorporated by reference herein.

Audit Committee

The Audit Committee’s responsibilities are generally to assist our Board in fulfilling its responsibility to oversee the quality and integrity of the accounting, auditing, and reporting practices of the Company. The Audit Committee’s purpose is to oversee management’s conduct of our accounting and financial reporting process. The Audit Committee also, among other things, reviews financial reporting filings with the SEC prior to issuance, appoints our independent registered public accounting firm, oversees our internal audit function and the independent registered public accounting firm, reviews and discusses with management our risk management process and outcomes, including cyber-security matters, and reviews and discusses with management and our independent registered public accounting firm the adequacy and effectiveness of our internal control over financial reporting as reported by management. The Audit Committee also reviews, ratifies and/or approves related party transactions.

Our Board has determined that each member of the Audit Committee meets the applicable independence, experience and other requirements of Nasdaq and the SEC. Our Board has determined that Messrs. Strachan and Buss are “Audit Committee financial experts” as defined by applicable Nasdaq and SEC rules.

Executive Compensation Committee

The ECC has the authority to determine the compensation for our Chief Executive Officer and all other executive officers. In addition, the ECC is responsible for administering incentive compensation and equity-based award programs for non-executive employees and reviewing and recommending changes to such plans.

The ECC may designate one or more subcommittees, consisting of one or more members of the ECC, that may exercise all the powers and authority of the ECC. A subcommittee of the ECC comprised of Mr. Switz meets monthly to approve new hire and follow-on equity grants for non-executive officers and employees. The subcommittee met twelve times in fiscal 2024. For more detail with respect to our equity grant practices, please see “Executive Compensation — Other Factors Considered in Determining Executive Compensation — Equity Grant Practices” below.

Our Board has determined that each member of the ECC meets the applicable independence requirements of Nasdaq and the SEC. In addition, each member of the ECC is a “non-employee director” under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Nominating and Governance Committee

The N&G Committee is responsible for developing and implementing policies and practices relating to corporate governance, including evaluating and monitoring implementation of our Corporate Governance Guidelines. The N&G Committee also reviews director compensation and recommends any changes to the Board, studies, and reviews with the Board the size and composition of our Board and its committees and screens and recommends candidates for election to our Board. The N&G Committee also oversees the Board’s and each Committee’s annual self-evaluation process, and reviews periodically with the Chief Executive Officer the succession plans relating to positions held by executive officers, which is also reviewed annually by the Board. In addition, the N&G Committee maintains formal oversight responsibilities of our sustainability activities.

Our Board has determined that each member of the N&G Committee meets the general independence requirements of Nasdaq and the SEC.

 

 

Role of Compensation Consultants and Absence of Conflict of Interest with Respect Thereto

The ECC engages executive compensation consulting firms to provide advice and market data relating to executive compensation. Such compensation consulting firms serve at the discretion of the ECC. Compensia Inc. (“Compensia”) was engaged to provide advice and market data in fiscal 2024. The compensation consultant serves at the discretion of the ECC and provides analysis, advice, and guidance with respect to executive compensation.

The ECC charter provides that the ECC shall be directly responsible for the appointment, compensation and oversight of the work of any committee adviser retained by it, and the Company shall provide for appropriate funding, as determined by the ECC, for payment of reasonable compensation to any committee adviser, and ordinary administrative expenses of the ECC that are necessary or appropriate in carrying out its duties. The ECC may select a committee adviser, and receive advice from a committee adviser, only after taking into consideration all factors relevant to that person’s independence from the Company’s management, specifically including the following:

▪

The provision of other services to the Company by the committee adviser;

​

▪

The amount of fees received from the Company by the committee adviser, as a percentage of the total revenue of the committee adviser;

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▪

The policies and procedures of the committee adviser that are designed to prevent conflicts of interest;

​

▪

Any business or personal relationship of the committee adviser with a member of the ECC;

​

▪

Any stock of the Company owned by the committee adviser; and

​

▪

Any business or personal relationship of the committee adviser with an executive officer of the Company.

​

Under SEC rules, the ECC must determine whether any work completed by a compensation advisor raised any conflict of interest, after considering the six independence-related factors listed above. For fiscal 2024, the ECC reviewed these six factors as they apply to Compensia and identified no conflicts of interest.

Additional information concerning the compensation policies and objectives established by the ECC and the respective roles of our Chief Executive Officer and the compensation consultants in assisting with the determination of compensation for each of the executive officers named in the Summary Compensation Table, referred to in this proxy statement as our “named executive officers,” is included under the heading “Executive Compensation.”

Director Nominations

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 considers proposals for nomination from stockholders that are made in writing to our Chief Legal Officer and Secretary, Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054, 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. For general information regarding stockholder proposals and nominations, see “Future Stockholder Proposals and Nominations for the 2025 Annual Meeting” included in this proxy statement.

Stockholder Communications with Our Board

Our Board has established a process for stockholders to send communications to our directors. If you wish to communicate with our Board or individual directors, you may send your communication in writing to: Chief Legal Officer and Secretary, Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054. You must include your name and address in the written communication and state whether you are a stockholder. The Chief Legal Officer and Secretary (or other officer acting in such capacity) will compile all such communications and forward appropriate communications to the relevant director or directors or committee of our Board based on the subject matter, or to the director or directors to whom such communication is addressed. We do not forward solicitations, junk mail or frivolous or inappropriate communications.

Director Independence

Our current Board consists of eleven directors, one of whom is currently employed by the Company (Mr. Murphy). The Board has determined that, among the nonemployee nominees for director at this Annual Meeting, each of Mses. Andrews, House and Knight, and Messrs. Brown, Buss, Durn, Strachan, Switz, Tamer, and Wallace are “independent” as such term is defined by the rules and regulations of Nasdaq and the SEC. Our Board has also determined that Mr. Hill and Dr. Frank, who did not stand for election last year, were independent during the time they were on the Board during fiscal 2024. For a director to be considered independent, our Board must affirmatively determine that neither the director nor any member of his or her immediate family has had any direct or indirect material relationship with us within the previous three years.

In evaluating the independence of our non-employee directors, the Board considered certain transactions, relationships and arrangements between us and various third parties with which certain of our independent directors are affiliated including those that are disclosed directly below and those described under “Certain Relationships and Related Party Transactions”, and determined that such transactions, relationships and arrangements were not material and did not interfere with such directors’ exercise of independent judgment in carrying out their responsibilities as directors.

Mr. Durn, a member of our Board, is the Chief Financial Officer and Executive Vice President, Finance, Technology Services and Operations of Adobe Inc. Adobe Inc. provides services to the Company. Purchases from Adobe Inc. were made in the ordinary course of business, on

 

 

commercially reasonable terms and represented less than 1% of the revenue of the Company and less than 1% of the revenue of Adobe Inc. The Board determined that Mr. Durn’s relationship with Adobe Inc. and the transactions between the Company and Adobe Inc. do not conflict with the elements of independence set forth in the Nasdaq listing standards. Therefore, the Board affirmatively determined that Mr. Durn is independent.

Board’s Role in Risk Oversight

Our Board has an active role, as a whole and also at the committee level, in overseeing management of our risks. Our Board reviews on a quarterly (or more frequent basis) information regarding our liquidity, intellectual property, significant litigation matters and operations, as well as the risks associated with each of such items. Our ECC is responsible for regularly reviewing with management the Company’s major compensation-related risk exposures. The Audit Committee reviews and discusses with management its program to identify, assess, manage, and monitor significant business risks of the Company, including financial, operational, privacy, cyber-security, business continuity, legal and regulatory, compliance and reputational risks. The N&G Committee manages risks associated with the independence of our Board, potential conflicts of interest and sustainability. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed either directly or through committee reports about such risks.

During fiscal 2024, our Board received reports on the most important strategic issues and risks facing the Company. In addition, our Board and its committees received quarterly reports from our head of internal audit, our Chief Accounting Officer, our Chief Legal Officer, our Chief Compliance Officer, our Chief Information Officer and our Chief Security Officer and other senior management regarding enterprise risk management, litigation and legal matters, compliance programs and risks, cyber-security risks and other applicable risk-related policies, procedures and limits. We believe that our leadership structure supports our risk oversight function. As indicated above, certain important categories of risk are assigned to committees that review, evaluate, and receive management reports on risk.

Risks Related to Our Compensation Policies and Practices

As noted above, our ECC is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, as well as our compensation plans that generally apply to all employees. In connection with such oversight, the ECC worked with Compensia, the ECC’s compensation consultant, to perform a risk assessment of our executive and equity compensation programs and governance practices. The purpose of this review was to determine whether such programs might encourage excessive or inappropriate risk taking that could result in a material adverse effect on the Company. During fiscal 2024, Compensia, with the assistance of our management, reviewed these programs, taking into consideration many factors, including but not limited to:

▪

Compensation philosophy;

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▪

Pay mix;

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▪

Performance measures;

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▪

Goal setting and funding mechanisms;

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▪

Payment and timing;

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▪

Incentives structure and policies;

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▪

Ownership and trading guidelines;

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▪

Leadership and succession; and

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▪

Program governance.

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The annual risk assessment concluded that the Company’s compensation programs do not provide incentives to take risks that could have a material adverse effect on the Company.

Director Stock Ownership Guidelines

Each director is expected to have shares of common stock with a value equal to five times his or her basic annual cash retainer. Directors 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. While below the guideline, at any time, there is a minimum holding expectation for 50% of net after tax shares following vesting of restricted stock units until the guideline is met. All of the directors met the ownership guidelines as of our fiscal 2024 year-end either because they have attained the targeted ownership level or are still within their compliance period.

Annual Meeting Attendance

Although directors are encouraged to attend our Annual Meetings, we do not have a formal policy requiring such attendance. All of the director nominees for last year’s Annual Meeting attended the meeting virtually or by telephone.

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 2023, the N&G Committee reviewed our directors’ compensation relative to the compensation peer group approved by the ECC. The N&G Committee, after consultation with Compensia, determined that the existing director compensation program was aligned with market levels of compensation.

 

 

Cash Compensation

The annual fees for our nonemployee directors for fiscal 2024 are set forth below:

*

Chairman of the Board fees were replaced by Lead Independent Director Fees in June 2023 effective as of Mr. Murphy’s appointment as Chairman of the Board and the appointment of a Lead Independent Director. Chairman of the Board fees were $135,000 per year and ceased as of the 2023 annual meeting of stockholders. Lead Independent Director fees commenced as of the 2023 annual meeting of stockholders.

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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 2024 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, a RSU award (the “Annual RSU Award”) for a number of shares with an aggregate fair market value equal to $235,000 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 2024

The following table sets forth the total compensation paid to each of our nonemployee directors serving in such capacity during any portion of fiscal 2024. 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.

(1)

The amounts in this column reflect the fee increases that became effective in the fourth quarter of fiscal year 2023.

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(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. Hill and Frank did not stand for election at the 2023 Annual Meeting. They received pro-rata fees for their respective service as a director during fiscal 2024 but did not receive an annual grant on the day of the 2023 Annual Meeting.

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The following table provides the number of shares subject to outstanding RSUs held as of February 3, 2024 by each nonemployee director serving in that capacity during any portion of fiscal 2024, as applicable. Vesting of the nonemployee director RSUs is subject to the individual Board member’s continued service through the vesting date.

*

Vesting of the grant made in fiscal 2024 has been deferred.

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PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE
NAMED EXECUTIVE OFFICER COMPENSATION

Under Section 14A of the Exchange Act, our stockholders are entitled to vote to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in accordance with the SEC’s rules in the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement, together with the compensation tables and the narrative disclosure related thereto. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. The say-on-pay vote is currently held on an annual basis. The next advisory vote to approve named executive officer compensation will be conducted at our 2025 Annual Meeting.

The ECC oversees the development and administration of our executive compensation program, including the underlying philosophy and related policies. Our primary business objective is to create long-term value for our stockholders. To achieve this objective, the executive compensation program is intended to achieve the following goals:

▪

Market Competitive: Provide a market-competitive level of total compensation opportunity that reflects the individual named executive officer’s role and ability to impact business performance.

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▪

Performance-Based: Establish an explicit link between compensation and both overall business results and stockholder returns over short and long-term periods.

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▪

Long-Term Focused: Promote a long-term focus for our named executive officers through incentive compensation that vests over multiple years.

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Aligned with Stockholders: Align the interests and objectives of our named executive officers with furthering our growth and creating stockholder value through the use of equity awards.

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The ECC believes that both the elements and level of fiscal 2024 compensation for our executive officers are consistent with the goals contained in our compensation philosophy, as well as the overall goal of emphasizing sustained share price growth, and that the performance-based equity awards further reinforce our compensation program goals.

Before casting your vote on this proposal, please review the Compensation Discussion and Analysis section of this proxy statement, and the related compensation tables and narrative disclosure carefully to understand the design of our named executive officer compensation program. We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The say-on-pay vote is advisory and, therefore, not binding on us, the ECC or our Board. However, the say-on-pay vote will provide us information regarding investor sentiment about our executive compensation philosophy, policies, and practices, which the ECC will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board and our ECC value the opinions of our stockholders and, to the extent there is any significant vote against the named executive officer compensation, we will consider our stockholders’ concerns and the ECC will evaluate whether any actions are necessary to address those concerns. See section “Stockholder Engagement” of this Proxy Statement for more information on our recent stockholder engagement activities.

Board Recommendation and Required Vote

Our Board unanimously recommends that you vote FOR the approval of Proposal No. 2.

Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented thereby FOR Proposal No. 2. Assuming the presence of a quorum, the required vote to approve the proposal is the affirmative vote of at least a majority of the voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting. Abstentions will have the same effect as an “against” vote, and broker non-votes will have no effect on the outcome.

 

 

PROPOSAL NO. 3​

APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

At the Annual Meeting, stockholders will be asked to ratify the Audit Committee’s appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending February 1, 2025.

INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte has been our auditors and independent registered public accounting firm for our financial statements since February 22, 2016. Representatives of Deloitte are expected to be present at the Annual Meeting, and they will be given an opportunity to make a statement, if they desire to do so, and are expected to be available to respond to any appropriate questions from stockholders.

Fees for Fiscal 2024 and Fiscal 2023

In addition to retaining Deloitte to audit the consolidated financial statements for fiscal 2024, we retained Deloitte to provide certain other professional services in fiscal 2024. The audit fees billed and expected to be billed by Deloitte for the indicated fiscal years and the fees billed for all other services rendered during the indicated fiscal years are as follows:

(1)

Includes fees for audit services rendered for the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that were provided in connection with statutory and regulatory filings or engagements.

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(2)

Includes fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements, including procedures to support statutory requirements, and certain due diligence related to acquisitions.

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(3)

Includes fees for tax compliance and advice and foreign tax matters.

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(4)

Includes fees for all other non-audit services, including permissible business and advisory consulting services and a subscription to an accounting regulatory database.

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Policy on Pre-Approval and Procedures

The engagement of Deloitte for non-audit accounting and tax services performed for us is limited to those circumstances where these services are considered integral to the audit services that Deloitte provides or in which there is another compelling rationale for using its services.

Pursuant to the Sarbanes-Oxley Act of 2002, all audit and permitted non-audit services for which the Company engages Deloitte require pre-approval by the Audit Committee, and all services reported in the table above were pre-approved accordingly. In June 2019, the Audit Committee approved a policy that allows the Chairman of the Audit Committee to pre-approve non-audit services to be provided by Deloitte without further approval of the full committee, on a case-by-case basis, provided that the fees and expenses for such services do not exceed $500,000 per engagement and that all such pre-approvals are communicated to the full committee at its next meeting.

Board Recommendation and Required Vote

Our Board unanimously recommends that you vote FOR Proposal No. 3.

Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented thereby FOR the appointment of Deloitte. Assuming the presence of a quorum, the required vote to approve the proposal is the affirmative vote of at least a majority of the voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting. Abstentions will have the same effect as an “against” vote, and because brokers will have discretionary authority to vote for the ratification of the appointment of the Company’s independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the shares, there will not be any broker non-votes with respect to this proposal. In the event that the stockholders do not ratify the selection of Deloitte at the Annual Meeting, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our stockholders’ best interests.

 

 

REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to our audited financial statements for the fiscal year ended February 3, 2024. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the information by reference in such filing.

The Audit Committee has reviewed and discussed our audited financial statements with management. The Audit Committee has reviewed and discussed the audited financial statements with Deloitte including such items as are required to be discussed by the applicable standards of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received from the independent registered public accounting firm, Deloitte, the written disclosures and the letter required by the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Deloitte the independence of the independent registered public accounting firm.

After review of the discussions and written correspondence described above, as well as such other matters deemed relevant and appropriate by the Audit Committee, the Audit Committee recommended to our Board that the audited financial statements for the last fiscal year be included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024. The Audit Committee appointed Deloitte as our independent registered public accounting firm for the year ending February 1, 2025, subject to our stockholders approving such appointment at the 2024 Annual Meeting.

The Audit Committee of the Board

Michael Strachan, Chairman
Brad Buss
Marachel Knight
Sara Andrews

 

 

EXECUTIVE OFFICERS OF THE COMPANY

The following table shows information about our executive officers at the end of fiscal year 2024 and ages of our executive officers as of the Record Date:

All officers hold office for such term as may be prescribed by the Board and until their successor shall have been duly elected and qualified, or until their earlier death, disqualification, resignation or removal. Biographical information for each of the above-named officers is set forth below.

Matthew J. Murphy. Mr. Murphy’s biography is included with the other members of the Board above.

Raghib Hussain served as Marvell’s Executive Vice President for the Networking and Processors Group and Chief Strategy Officer from July 2018 to April 2021, and was promoted to President, Products and Technologies in April 2021. Prior to joining Marvell in 2018, Raghib served as the Chief Operating Officer of Cavium, Inc. (“Cavium”), a company he co-founded in 2000. Prior to launching Cavium, he held engineering roles at both Cisco Systems, Inc. and Cadence, Inc., and helped found VPNet Technologies, Inc., an enterprise security company. Raghib serves on the board of directors of Cirrus Logic, Inc. Raghib earned a Bachelor of Science in Computer Systems Engineering from NED University in Karachi, Pakistan, and a Master of Science in Computer Engineering from San Jose State University.

Willem Meintjes has served as Chief Financial Officer of Marvell since January 2023. Prior to serving as Chief Financial Officer, from June 2018 to January 2023, he served as the Company’s Chief Accounting Officer and Treasurer. Prior to holding that position, starting in June of 2016, he served as the Company’s Senior Vice President of Finance. Prior to joining the Company, he was Vice President and Corporate Controller at Newport Corporation from 2015 to June 2016, and Vice President and Controller at International Rectifier from 2013 to 2015. Mr. Meintjes holds both a Bachelor of Commerce in Accounting and a Bachelor of Commerce (Honours) in Accounting from the University of Johannesburg.

Chris Koopmans has served as Marvell’s Chief Operations Officer since March 2021. Prior to becoming Chief Operations Officer, Mr. Koopmans served as Executive Vice President of Business Operations from 2018 to 2019 and Executive Vice President of Marketing and Business Operations from 2019 to 2021, where he led corporate transformation strategies and programs, in addition to global corporate marketing. From 2016 to 2018, Mr. Koopmans led Marvell’s Networking and Connectivity Business Group, and from June 2016 to December 2016 Mr. Koopmans led Global Sales and Marketing. Prior to joining Marvell in 2016, Mr. Koopmans served as Vice President and General Manager of Service Provider Platforms at Citrix Systems, where he drove the company’s strategy for the communications service-provider market. Mr. Koopmans joined Citrix with the acquisition of Bytemobile in 2012, a company he had co-founded and served as Chief Operating Officer. Chris earned a Bachelor of Science in Computer Engineering from the University of Illinois and spent time as a Ph.D. Student in Electrical and Computer Engineering at the University of Illinois under a National Science Foundation Graduate Research Fellowship.

Mark Casper has served as Executive Vice President and Chief Legal Officer at Marvell since April 2023. In this role, Mark has worldwide responsibility for all aspects of the company’s Legal and Compliance teams. Mark joined Marvell in October 2021 as Senior Vice President and General Counsel. Prior to Marvell, from July 2019 to October 2021, Mark was General Counsel, Vice President and Corporate Secretary at Maxim Integrated Products. In this role, Mark was responsible for all legal functions as well as Corporate Real Estate, Corporate Security, Global Trade, Equity Administration, Internal Relations and Ethics and Integrity. Prior to that, from September 2013 to May 2019, he served as Vice President, Deputy General Counsel at Maxim. Before joining Maxim, Mark practiced law at several law firms, including Wilson Sonsini Goodrich & Rosati, Ropers Majeski and Steefel Levitt & Weiss, advising both private and publicly traded high-technology companies in general corporate services, venture financings, merger and acquisitions, securities offerings, business and real estate litigation, and other transactional matters. Mark earned a J.D. and MBA from Santa Clara University School of Law and from the Leavey School of Business at Santa Clara University and a B.S. from Santa Clara University.

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our shares as of February 3, 2024, except as noted otherwise, for:

▪

Each person or entity who is known by us to own beneficially more than 5% of our outstanding shares;

​

▪

Each of our directors and nominees for director who were serving as directors on February 3, 2024;

​

▪

Each of our named executive officers in the Summary Compensation Table of this proxy statement; and

​

▪

All persons who were directors or executive officers as of February 3, 2024, as a group.

​

*

Less than one percent.

​

**

The percentage of beneficial ownership for the following table is based on 865,539,796 Marvell shares issued and outstanding as of the date of this table.

​

(1)

Unless otherwise indicated, to our knowledge, all persons listed have sole voting and investment power with respect to their Marvell stock, except to the extent authority is shared by spouses under applicable law. The number of Marvell shares beneficially owned by each stockholder is determined in accordance with the rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those Marvell shares with respect to which the stockholder has sole or shared voting or investment power and any Marvell shares that the stockholder has a right to acquire within 60 days after the date of this table through the exercise of any Marvell Option, warrant or other right. The percentage ownership of the outstanding Marvell stock, however, is based on the assumption, expressly required by the rules of the SEC, that only the person or entity whose ownership is being reported has converted Marvell options or warrants into Marvell stock.

​

Unless otherwise noted, the amounts shown are based on information furnished by the people named. Amounts do not include shares subject to deferred vesting that do not vest within 60 days of the date of this table.

(2)

Holdings for FMR are as of December 31, 2023 and are based solely on information on Schedule 13G/A filed with the SEC on February 9, 2024. As disclosed therein, FMR reports sole voting power over 126,814,288 Marvell shares and sole dispositive power over 129,672,217 Marvell shares.

​

(3)

Holdings for Vanguard Group are as of December 31, 2023 and are based solely on information on Schedule 13G/A filed with the SEC on February 13, 2024. As reported therein, Vanguard Group reports shared voting power over 570,985 Marvell shares, sole voting power over 0 Marvell shares, sole dispositive power over 70,436,336 Marvell shares, shared dispositive power over 1,905,948 Marvell shares and the aggregate amount beneficially owned by each reporting person as 72,342,284.

​

 

 

(4)

Holdings for BlackRock are as of December 31, 2023 and are based solely on information on Schedule 13G/A filed with the SEC on February 12, 2024. As reported therein, BlackRock reports sole voting power over 54,965,303 Marvell shares and sole dispositive power over 60,534,116 Marvell shares.

​

(5)

All Marvell shares are held by the Matthew and Laura Murphy Family Trust UTD 7/10/2007 of which Mr. Murphy and his spouse are the trustees.

​

(6)

Includes 2,485 Marvell RSUs for Mark Casper scheduled to vest within 60 days of the date of this table.

​

(7)

Shares held in trust for which Ms. Knight is the sole beneficiary and sole trustee.

​

(8)

Includes 31,389 Marvell shares held by the Strachan Revocable Trust DTD 1/26/01 of which Mr. Strachan is a trustee and beneficiary; 12,860 Marvell shares held by Mr. Strachan’s IRA and 7,830 Marvell shares held by his spouse’s IRA.

​

(9)

Shares held by the Robert E Switz Trust of which Mr. Switz is a trustee and in IRA accounts for Mr. Switz and his wife.

​

(10)

Includes 443,193 Marvell shares held by the Fouad and Roula Tamer Revocable Trust dated 04/01/2004, of which Mr. Tamer is a trustee, for the benefit of a member of his immediate family and 40,403 Marvell shares held directly by Mr. Tamer.

​

(11)

Includes 88,081 Marvell shares held in trusts for the benefit of Mr. Hussain’s family members and 856,117 Marvell shares held directly by Mr. Hussain. Includes 116,024 vested Marvell options.

​

(12)

Shares held by the he Christopher R. Koopmans and Heather J. Koopmans Family Trust.

​

(13)

Includes 2,485 Marvell RSUs and 0 Marvell options scheduled to vest within 60 days after the date of this table. Includes 116,024 vested Marvell options. Does not include stock for which settlement has been deferred.

​

 

 

DELINQUENT SECTION 16(A) REPORTS

Pursuant to Section 16(a) of the Exchange Act and the rules promulgated thereunder, our officers, directors, and persons who beneficially own more than 10% of our shares are required to file with the SEC reports of stock ownership and change in ownership. Based solely on our review of such reports filed with the SEC, and representations from such reporting persons, during fiscal 2024, we believe that our officers, directors and greater than 10% stockholders filed all reports required by Section 16(a) timely, except for the following: (i) a Form 5 reporting a gift was late and should have been filed at the beginning of the fiscal year but was not filed until August 2023; and (ii) one Form 4 was one day late for Mr. Dean Jarnac, our Executive Vice President of Worldwide Sales.

 

 

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis describes compensation paid to the following named executive officers for fiscal year 2024:

▪

Matthew J. Murphy, Chairman, President and Chief Executive Officer

​

▪

Raghib Hussain, President, Products and Technologies

​

▪

Willem Meintjes, Chief Financial Officer

​

▪

Christopher Koopmans, Chief Operating Officer

​

▪

Sandeep Bharathi, Chief Development Officer*

​

▪

Mark Casper, Chief Legal Officer and Secretary

​

Executive Summary

Fiscal 2024 Highlights

Overview of Fiscal 2024 Executive Compensation

Our executive compensation program, as overseen by the ECC, is designed to implement our pay for performance philosophy. To support the Company’s continued transformation and advancement, our compensation program directly links our financial and operational performance to the short-term and long-term incentives we use to reward our executives. The objective of our program is to provide a strong pay for performance alignment by delivering a target mix of fixed and variable compensation oriented towards performance that we believe will drive the creation of stockholder value, putting a substantial portion of each executive’s target total direct compensation “at risk.”

*

Mr. Bharathi was an executive officer for part of fiscal 2024, but was a non-executive officer employee as of the end of the fiscal year.

​

 

 

​

(*)

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.

​

Changes to Our Executive Compensation Program for Fiscal 2024

In fiscal 2024, in order to further align the interests of our executive officers with those of the Company’s stockholders and enhance the competitiveness of our executive compensation program, the ECC made the following changes to the executive compensation program:

▪

Added a cap to the maximum payout under the total shareholder return performance metric under the TSR RSUs to provide that the TSR component cannot be earned above 100% if the Company’s total shareholder return during the performance period is negative.

​

▪

Awarded an additional performance-based equity grant (the “Special Performance-Based Equity Grant”) to each of Messrs. Murphy, Hussain and Koopmans, in the first quarter of fiscal 2024 to enhance retention, reinforce long-term shareholder value creation, and maintain the competitiveness of our executive compensation program. During fiscal 2024, the Chairman of our ECC, assisted by members of our senior management, contacted and met with our largest investors to discuss our executive compensation program. The feedback from these meetings was used in the design of aspects of our executive compensation program for fiscal year 2024. Specifically, as a result of these meetings, the Special Performance-Based Equity Grant was structured as 100% performance-based and earned based on two performance metrics: stock price thresholds and total shareholder return relative to the S&P 500 Index. Further, 50% of the shares are not eligible to vest until at least 3 years from the grant date, regardless of whether goals are satisfied prior to such time and the remaining shares are not eligible to vest until at least 5 years from the grant date, in each continuous service is required through each applicable vesting date. As a result of these additional performance-based grants, the fiscal 2024 “At Risk” compensation increased from 70% to 88% for the CEO and from an average of 58% to 80% for Messrs. Hussain and Koopmans.

​

▪

Adjusted the base salaries of our named executive officers to reflect promotions and to better align with market.

​

▪

Adjusted the target percentage opportunity for Messrs. Meintjes and Casper to reflect promotions and to better align with market.

​

Fiscal 2024 Pay Outcomes

▪

The total Corporate Achievement for the fiscal year based on the Financial Performance Metrics was 96.8% of target. See, Annual Incentive Plan below for more details.

​

▪

The TSR PSU awards granted on April 15, 2020 with a 3 year performance period were earned at 200% of target on April 14, 2023.

​

 

 

Executive Compensation Framework: What We Do and What We Don’t Do

The Company’s executive compensation framework includes the following policies and practices, each of which reinforces our executive compensation objectives:

​

WHAT WE DO​

​

​		​	​	We emphasize the use of performance-based incentives so that a significant portion of our executives’ compensation is earned based on the achievement of performance goals.	​
​		​	​	The ECC retains the services of an independent executive compensation consultant who provides services directly to the ECC.	​
​		​	​	We regularly review the peer group we use for compensation comparisons to confirm it remains appropriate based on our revenue and market capitalization and competition for talent.	​
​		​	​	We have stock ownership guidelines for our executive officers and non-employee directors.	​
​		​	​	We have a “clawback” policy with respect to recoupment of executive officer cash and certain types of equity incentives in the event of a financial restatement.	​
​		​	​	Our ECC reviews the risk profile of our compensation plans annually.	​
​		​	​	We conduct an annual say-on-pay vote and regularly engage with stockholders to get their feedback.	​
​		​	​	We impose limits on maximum incentive payouts.	​

​

WHAT WE DON’T DO​

​

​		​	​	We do not allow our directors, officers, and employees to engage in hedging or monetization transactions, including derivative transactions, short sales, or transactions in publicly traded options 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.	​
​		​	​	We do not have special supplemental retirement plans for our executive officers.	​
​					​

 

 

Compensation Philosophy and Objectives

The Company’s compensation philosophy is to pay for performance with the primary intention of creating long term value for our stockholders. To achieve this, our executive compensation program is based on the following objectives:

▪

Market Competitive: Provide a market-competitive level of total compensation opportunity that reflects the individual executive officer’s role and ability to impact business performance;

​

▪

Performance-Based: Establish an explicit link between compensation and both overall business results and stockholder returns over short-and long-term periods;

​

▪

Long-Term Focused: Promote a long-term focus for our executive officers through incentive compensation that vests over multiple years; and

​

▪

Aligned with Stockholders: Align the interests and objectives of our executive officers and employees with furthering our growth and creating stockholder value through the use of equity awards.

​

Advisory Vote on Executive Compensation (“Say on Pay”)

We hold an advisory vote to approve named executive officer compensation on an annual basis. At our 2023 Annual Meeting, we received support from approximately 90% of the votes cast for our fiscal 2023 named executive officer compensation. In light of the strong support, the ECC did not make any changes to the executive compensation program directly as a result of the vote, but it did solicit stockholder feedback, and consider and implement the suggestions provided by stockholders who engaged with us, in connection with the Special Performance-Based Equity Grant. See section “Stockholder Engagement” of this Proxy Statement for more information on our recent stockholder engagement activities.

Determining Compensation for Our Named Executive Officers

The Role of the ECC

The ECC oversees the development and administration of our executive compensation program, including the underlying philosophy and related policies. The ECC members are independent members of the Board, as determined under the rules of Nasdaq and the SEC.

As part of its responsibilities, the ECC conducts an annual review of the base salary, target cash incentive opportunities and equity awards for our named executive officers and determines and approves their compensation packages and payouts. The ECC was assisted in this review in fiscal 2024 by its compensation consultant, and by senior members of the Company’s human resources and legal departments.

The Role of the Compensation Consultant

Under its charter and in accordance with SEC and Nasdaq rules, the ECC has the authority to directly select and retain the services of its own compensation consultant who reports to the committee’s chairman. During fiscal 2024, the ECC engaged the services of Compensia as its compensation consultant. During fiscal 2024, Compensia did not provide services to the Company other than services to the ECC, and Compensia worked with the Company’s management, as directed by the ECC, only on matters for which the ECC is responsible (except that the ECC requested that Compensia provide assistance to the N&G Committee regarding its review of director compensation).

The ECC has reviewed and is satisfied with the qualifications, performance, and independence of Compensia. The ECC retains its compensation consultant to provide information, analysis, and advice regarding executive compensation; however, the ECC makes all decisions regarding the compensation of our 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 Administration 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 and Benchmarking — Market Analysis

The ECC considers relevant market pay practices when setting executive compensation. In September 2022 (fiscal 2023), Compensia recommended, and the ECC approved, the compensation peer group for fiscal 2024, which was unchanged from the peer group selected in for fiscal 2023. In selecting peer companies, the following criteria were used to identify a group of industry and labor market competitors, including:

▪

Ownership/Industry: Independent, publicly-traded, U.S.-based, semiconductor industry companies (fabless, to the extent available); secondary industry sectors include software, hardware and communications

​

▪

Revenue: ~0.5x – 4x of Marvell

​

▪

Market Capitalization: 0.25 – 4x of Marvell

​

▪

Refinement Considerations: revenue growth, profitability and competition for employees

​

Ideally, the Company would be positioned near the median for both revenue and market capitalization; however, this has been challenging due to the limited number of similarly sized semiconductor industry companies and the Company’s high market capitalization to revenue multiple (i.e., the Company is positioned below median on revenue and above median on market cap). In particular, several of the most important semiconductor competitors for relevant talent are substantially larger companies.

Relative to this peer group at the time of approval in September 2022, the Company ranked at approximately the 32nd percentile on a last four quarters revenue basis (31st percentile based on next 4 quarter analyst estimates), 94th percentile on a one-year revenue growth basis and at the 46th 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 2024, the ECC reviewed our executive compensation program, both in the context of our pay-for-performance philosophy and from a market perspective and set the total direct compensation for our named executive officers for fiscal 2024 taking into account individual performance, experience, criticality and retention for each executive.

 

 

Elements of Compensation

Our fiscal 2024 executive compensation program consisted of four primary elements: base salary, short-term incentives, long-term incentives, and employee benefits.

Annual Base Salary

Base salary represents the fixed component of our executive compensation program. Base salaries are provided to:

▪

Recognize expertise, skills, knowledge, and responsibilities of our executives; reward individual performance and contribution to our overall business goals; and

​

▪

Attract and retain executive talent by providing competitive fixed amounts.

​

Annual Incentive Plan

Our short-term cash incentive program, the Annual Incentive Plan (“AIP”), is designed to:

▪

Provide additional focus on the achievement of annual company goals;

​

▪

Align total cash compensation with actual Company performance;

​

▪

Provide competitive total target cash compensation levels to attract and retain executive talent; and

​

▪

Reward our executives for the achievement of Company and individual goals.

​

Long-Term Incentive Equity Awards

For fiscal 2024, our long-term incentive compensation (“LTI”), including the Special Performance-Based Equity Grant, was granted in the form of time- and performance-based equity awards designed to:

▪

Attract and retain critical executive talent by providing a competitive earnings opportunity through our LTI program;

​

▪

Align the interests of our executives and our stockholders;

​

▪

Focus our executives on achieving and sustaining longer-term business results; and

​

▪

Reward and differentiate superior Company and executive performance.

​

Benefits and Perquisites

Marvell does not provide material perquisites to executive officers or directors. Our named executive officers are eligible to participate in our life, health and welfare benefit programs and our tax-qualified Section 401(k) plan on the same terms and conditions as our other salaried employees. We provide a life insurance benefit to all salaried employees, including our named executive officers, 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. We offer all U.S. and most non-U.S. employees, including our named executive officers, the ability to purchase our common shares at a discount under our ESPP, subject to the terms and conditions in the ESPP. Marvell also provides the executive officers with the ability to obtain supplemental health coverage with certain costs of such program paid for by the Company.

 

 

Other than the benefits described above, our named executive officers did not receive any material employee benefits in fiscal 2024.

Executive Compensation Program for Fiscal 2024

Base Salary

The ECC retains the discretion to change the base salaries for our executives from time to time. In fiscal 2024, the ECC increased based salaries for the named executive officers as noted below. The ECC determined that these adjustments were appropriate considering each individuals’ performance in the prior fiscal year, internal pay parity with other senior leaders, any retention concerns, and a comparison to the relevant market data. Mr. Casper’s increase also reflected a promotion and increase in responsibilities.

Annual Incentive Plan (AIP)

Target Cash Incentive Opportunities

At the beginning of fiscal 2024, 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, and in recognition of promotions, the ECC approved increases in the target cash incentive opportunities (expressed as a percentage of base salary) for Willem Meintjes and Mark Casper for 2024. No other changes were made to the target Total Annual Cash Incentive percentage for the named executive officers.

AIP Design — Corporate Performance Measures

Under the AIP, the Company’s executive officers are eligible to earn 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 goals. Total incentive opportunities for fiscal 2024 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 incentive opportunity. However, if achievement of our corporate financial metrics is less than 100%, payouts are capped at target level without regard to above-target individual goal achievements.

The fiscal 2024 AIP was based on three corporate financial metrics:

▪

revenue (45%),

​

▪

non-GAAP gross margin (defined as non-GAAP gross profits from continuing operations divided by revenue) (25%), and

​

▪

non-GAAP operating income margin (defined as non-GAAP operating income divided by net sales) (30%).

​

Non-GAAP financial measures 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 measures 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 grants, 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 Company performance goals, no payout is awarded for that goal. The ECC determined that the combined application of all the metrics would make achievement difficult to meet at target and very difficult to meet at maximum performance levels.

Fiscal 2024 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. The Company has omitted disclosure of the individual performance goals because disclosing this information would result in competitive harm to the Company.

Actual Performance Against Goals

The following tables present the fiscal 2024 AIP Company performance goals established by the ECC for the first half and second half of fiscal 2024 at threshold, target, high and maximum performance levels, and the actual fiscal 2024 performance for each of these metrics, each of which was tied to the annual operating plan approved by the Board. These measures were below the levels set by the ECC in fiscal 2023 to better reflect changes in the semiconductor industry outlook for fiscal 2024 and to better align the goals with the Company’s internal financial projections.

The score for each financial performance metric is determined by the actual achievement against the applicable targets (for example between Target and High) based on a straight-line interpolation of pay and performance. The combined achievement score for each half of the year is based on the weighting of each metric. The total corporate achievement for the fiscal year based on the Financial Performance Metrics was 96.8%, 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 objectives at the levels set forth below. Notwithstanding each named executive officer’s overperformance with respect to their individual objectives because the corporate achievement of the Financial Performance Metrics was less than 100% for the year, executives’ payouts were capped at target (CEO and CFO’s bonuses were based 100% on company performance). Based on of the Company’s performance in fiscal 2024 against its financial performance objectives, each named executive officer was paid a percentage of his target cash incentive opportunity, as set forth below.

*

The total payout under the AIP is capped when the Corporate Funding Factor is less than 100%. The actual payout amount above reflects the capped payout at 100% for fiscal 2024 for Messrs. Hussain, Koopmans, Bharathi, and Casper.

​

 

 

Equity Awards

Fiscal 2024 Equity Grants

To reinforce the importance of long-term value creation and alignment with shareholders in our overall compensation strategy, beginning in fiscal 2023 we increased the percentage of annual equity value granted in the form of performance-based awards from 60% to 70% for the CEO and from 55% to 60% for other executive officers. Similar to past years, to determine individual equity award amounts, the ECC considered each named executive officer’s total direct compensation against that of similarly situated executives at the companies in our peer group, current performance and projected future contributions, as well as the retention value of his or her outstanding unvested equity from previously granted awards.

The ECC approved grants to the named executive officers for fiscal 2024, which were comprised of time-based RSUs and TSR RSUs as part of the annual award process. In addition, Messrs. Murphy, Hussain and Koopmans were granted Special Performance-Based Equity Grants which are described in more detail below. The grant date fair value of all stock awards is provided in the Summary Compensation Table and the number of shares per equity vehicle at target are shown in the tables below. The total value of shares at target in connection with the annual stock awards was increased slightly over the total value of the shares at target last fiscal year after review of the peer data, the performance of the executive, and any retention related concerns.

April 2023 Annual Equity Grants:

*

Target is based solely on the TSR component of the grants.

​

April 2023 RSU Grants Vesting Terms. Subject to continued service with the Company, the RSUs will vest in equal quarterly installments over three years from the grant date.

April 2023 TSR RSU Grants Performance and Vesting Terms. Fiscal 2024 TSR RSUs vest based on our TSR performance relative to the S&P 500 Index over the performance period measured from April 15, 2023 to April 5, 2026, up to a maximum 200% of the target grant amount. In addition, the amount vesting may be increased by up to 150% based on the Non-GAAP EPS compound annual growth rate (“Non-GAAP EPS CAGR”) for the Company measured against the Non-GAAP EPS CAGR for the companies in the peer group (as such peer group is discussed previously under The Role of Peer Groups and Benchmarking — Market Analysis) (“EPS Multiplier”). Notwithstanding the foregoing, the maximum payout of the product of (x) the relative total stockholder payout, multiplied by (y) the EPS Multiplier will not exceed 250% of the target grant amount. If the performance targets are met including the Non-GAAP EPS CAGR, the earned shares will all vest on April 15, 2026 (3 years from the date of grant), subject to continued service with the Company through such date.

Annual Performance Grants Design Considerations. The S&P 500 Index was chosen as its results are more stable year over year because it is not significantly impacted by the merger or acquisition of any particular semiconductor company or member of our peer group. In fiscal 2023, the Company added the Non-GAAP EPS CAGR metric to the performance-based equity awards in response to shareholder feedback that investors prefer that performance grants 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 shareholders 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 3-year vesting period.

For the TSR component: there will be a straight-line interpolation of the payout percentages for TSR between each of the payout levels, rounded up to the nearest whole share. No shares are earned if TSR is more than 33 percentage points below the Index.

 

 

Notwithstanding the foregoing, in the event the Company’s actual TSR is negative over the 3 year Performance Period, payout of the TSR component will be no more than 100% of Target. The foregoing cap does not affect the EPS Multiplier noted below.

For the EPS Multiplier: actual performance will be calculated over a 2 year performance period using a straight-line interpolation between the 50th percentile and the 75th percentile (rounding up to the nearest percent). In no circumstance will the EPS Multiplier result in reducing the shares earned under the relative total stockholder return metric. Notwithstanding the foregoing, maximum payout of the product of (x) the relative total stockholder payout, multiplied by (y) the EPS Multiplier will not exceed 250% of the target grant amount.

Fiscal Year 2024 Special Performance-Based Equity Grants

Our typical equity awards to our executive team are comprised of a mix of time-based RSU and TSR-performance based RSU (TSR RSU) equity awards. After evaluating the value of the unvested equity of our executive team, the Company determined it was important to increase the equity hold by creating and granting a special one-time additional equity grant in fiscal year 2024 to the CEO and two other executives. These awards were specifically designed to promote long-term retention, ensure alignment with stockholder interests, and to reinforce long-term stockholder value creation. Prior to granting these awards, members of our senior management and our Chairman of the ECC reached out to our largest investors collectively owning approximately 40% of our outstanding stock to discuss our executive compensation program. The feedback from these calls was used in the design of our fiscal 2024 Special Performance-Based Equity Awards. Specifically, as a result of these calls, the Special Performance-Based Equity Grant was limited to a small number of executives, was structured as 100% performance-based and earned based on two performance metrics: stock price hurdles and total shareholder return relative to the S&P 500 Index, with multiple and increasingly difficult to achieve targets. On the date of approval of this award the closing market price of our stock was slightly below $40.00. The lowest price target represented an approximately 50% increase in stock price and the highest target represented an approximately 200% increase in stock price. In addition, to promote long-term retention, vesting of shares would occur over a five year period, with no shares eligible to vest until at least 3 years from the grant date, regardless of whether any goals were satisfied prior to such time. In addition, at least half of the shares earned from the achievement of a performance target will not vest until the fifth anniversary of the date of grant. Consistent with the goal of this being a one-time award to these executives, no similar awards were granted in fiscal 2025 to them nor any other executive officer. As a result of this additional award, the overall percentage of performance-based compensation and performance-based equity for these executive officers was higher in fiscal year 2024 than in prior years and higher than our equity target mix described above. Individual award levels and terms are outlined below:

The grant includes 4 tiers of stock price targets ($60.00, $80.00, $100.00 and $120.00) and a Total Stockholder Return Adjustment (described below) to be attained within a five year performance period beginning on the date of grant upon the achievement of each price target tranche, 25% of the total shares granted are eligible to vest, with the full award only earned upon achievement of 200% stock price appreciation from the approximately $40.00 stock price on the date of grant. Performance achievement of a price target tranche shall occur once the average closing trading price for the Company’s common stock over a period of 60 trading days equals or exceeds the applicable price target for that tranche. The ECC believed at the time of the grant that given strong historic performance and desire to motivate continued execution, that some improvement over the prior 3-year and 5-year CAGR was appropriate to achieve target outcomes, but that material increases should be required to achieve above-target payouts.

Following achievement of a price target, the number of earned RSUs applicable to that tranche are eligible for upwards or downwards adjustment based on the Company’s total stockholder return as compared to the total stockholder return of the companies included in (as of the grant date) the S&P 500 Index as measured from the grant date to that tranche’s applicable tranche achievement date as shown in the below table.

 

 

Once the number of achieved RSUs of a tranche have been determined and certified, those achieved RSUs will generally vest in accordance with the following schedule:

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50% of the achieved RSUs will vest on the later of (i) the 3-year anniversary of the grant date or (ii) the 15th day of the month after the performance achievement date, subject to the executive remaining employed at the Company on such date; and

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The remaining 50% of achieved RSUs will vest on the 5-year anniversary of the grant date (i.e., the last day of the performance period), subject to the executive remaining employed at the Company on such date.

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On August 14, 2023, the $60 price target was achieved. As a result, unless accelerated pursuant to the below terms, the shares allocated to that price target tranche will vest 50% on the 3-year anniversary of the grant date (April 2026) and 50% on the 5-year anniversary of the grant date (April 2028), subject in each case to the executive’s continuous employment at the Company through such dates.

Vesting of the Special Performance-Based Equity Grants may be accelerated under the following circumstances:

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Termination of Employment. If the executive’s employment is terminated (i) by the Company other than for cause, (ii) by the executive for good reason, (iii) as a result of the executive’s death, or (iv) by the Company as a result of the executive’s disability, then (A) the RSUs in the tranche(s) for which performance achievement has not been achieved (i.e., the unearned RSUs) shall be forfeited, and (B) 100% of the achieved RSUs which have not yet vested, shall vest immediately on the termination date.

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Change in Control Acceleration Provisions:

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Minimum RSUs. Provided the executive remains employed until the transaction closing date, if the transaction closing price is less than the $80 price target, the price target for the full number of RSUs at the $60 price target tranche and the $80 price target tranche (minus any prior achieved RSUs (in this case the $60 price target has been achieved) or vested RSUs for such tranches) shall be deemed achieved (the “Minimum CIC RSUs”). The Minimum CIC RSUs are not subject to the Total Stockholder Return adjustment described above.

Additional RSUs for Partial Achievement. If the closing price is between the $80 and $100 price target tranches or between the $100 and $120 price target tranches, the executive will receive additional RSUs (the “Additional RSUs”) for this partial achievement. The base number of Additional RSUs shall be calculated using a straight-line interpolation using the closing price between the highest Achieved price target tranche and the next price target tranche, which shall be expressed as a percentage achievement. The percentage achievement shall then be multiplied by the number of RSUs in the next price target tranche to determine the number of Additional RSUs that are deemed achieved which number of RSUs shall then be modified per the terms of the Total Stockholder Return adjustment.

Vesting. The Additional RSUs, Minimum CIC RSUs and any other achieved RSUs determined prior to the beginning of the interim change in control period that have not yet vested as of the change in control closing will vest in accordance with the following vesting schedule:

i.

50% shall vest at on the closing date provided the executive is still employed by the Company; and

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ii.

The remaining 50% shall vest in equal quarterly installments on the 15th of the month starting the month after the change in control closing and ending on the 5-year anniversary of the grant date provided the executive is still employed by the Company on each such vesting date.

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Settlement of Prior Performance Based Awards in Fiscal 2024

Measurement and Settlement in Fiscal 2024 of TSR RSUs Granted in Fiscal 2021

The fiscal 2021 TSR RSU awards were based on the achievement of performance objectives relating to the relative TSR of our common shares as compared to the TSR of the companies in the S&P 500 Index over the performance period measured from April 15, 2020 to April 5, 2023. There was a straight-line interpolation of the payout percentages for TSR between each of the payout levels (for example between Minimum and Target performance), rounded up to the nearest whole share. The rounded payout is one share in the event that performance achievement equals — 32.99% relative TSR.

 

 

In fiscal 2024, each participating named executive officer earned shares at 200% of target (the maximum performance level), corresponding with a TSR of 69.94% compared to the S&P 500 Index TSR of 35.66% for the performance period, and those awards vested in fiscal 2024 as indicated below.