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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934​

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Marvell Technology, Inc.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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To our Stockholders

May 1, 2025

To our Stockholders:

Fiscal 2025 was a transformative year for Marvell. We delivered $5.77 billion in revenue, driven by 88% year-over-year growth in our data center business. With a record $1.68 billion in operating cash flow, we significantly increased capital returns to our stockholders through stock repurchases and dividends totaling $933 million in aggregate. We also continued to vigorously invest in R&D and other growth initiatives.

Marvell is at the center of a once-in-a-generation opportunity as customers rearchitect their data centers to harness the power of Artificial Intelligence (AI). Over the past two years, AI has become the top priority for our data center customers, reshaping their investment strategies and technology roadmaps. It is a change we anticipated and prepared for, building a leading portfolio of essential data center solutions.

As customers scale their infrastructure to support AI workloads, demand for these solutions — spanning custom compute, interconnects, and switching — has surged. By the fiscal fourth quarter, Marvell’s data center revenue accounted for 75% of our total business, up from about 50% at the start of the year. This increase was primarily driven by AI-related revenue, which accounted for approximately 50% of our total data center revenue in Fiscal 2025, up from less than 10% in Fiscal 2023.

While data center remains our primary growth driver, we also saw a gradual recovery across our multi-market businesses, including carrier and enterprise networking, following a period of inventory correction. These businesses serve large and essential industries, and we expect their positive trajectory to provide additional momentum for Marvell moving forward.

Accelerated Infrastructure for the AI Era

In April 2024, we hosted Accelerated Infrastructure for the AI Era in New York City, bringing together approximately 200 analysts and investors to outline the enormous opportunities ahead of us. Our business leaders detailed how AI is fundamentally reshaping data center architectures, fueling demand for accelerated computing, and more specifically, accelerated infrastructure. Most importantly, we described how Marvell is uniquely positioned to deliver all the critical silicon building blocks for AI infrastructure — including custom compute, interconnect, switching, and emerging opportunities in Active Electrical Cables and PCIe.

While GPUs and other AI accelerators (XPUs) provide the computational power, scaling AI requires seamlessly interconnecting thousands – sometimes tens or even hundreds of thousands – of these processors, with future deployments potentially reaching a million or more. This is where Marvell plays a critical role. Our electro-optics portfolio, which includes our high-speed PAM4 DSPs, TIAs, laser drivers and datacenter interconnect modules lead the market and contribute substantially to Marvell’s AI revenue. Alongside our data center switching, custom compute, and other offerings, we provide a compelling set of solutions for hyperscale cloud customers.

Hyperscale Customer Success

Hyperscalers seek semiconductor partners with the right IP portfolio and expertise to meet their evolving needs. Through organic development and strategic acquisitions, Marvell has, for many years, invested in and proven the success of its leading-edge process designs, critical IP, and packaging technologies. Today, these capabilities are enabling us to deliver custom compute platforms tailored for the world’s most advanced AI-driven workloads.

“Marvell is at the center of a once-in-a-generation opportunity as customers rearchitect their data centers to harness the power of Artificial Intelligence (AI).”

 

 

As a testament to the strong progress we’ve made in the past year, we now have custom products in production for all four large U.S. hyperscalers. In December 2024, we expanded our strategic relationship with Amazon Web Services (AWS) with a five-year, multi-generational agreement that includes a broad range of Marvell’s data center semiconductors, spanning custom AI accelerators, optical DSPs, data center interconnect (DCI) optical modules, Ethernet switching silicon, and more. As part of the agreement, Marvell extended its collaboration with AWS for electronic design automation (EDA) in the cloud, strengthening our long-term partnership.

Looking ahead, we see a significant opportunity. At our AI Day in April 2024, we projected Marvell’s total addressable market for data center solutions to reach $75 billion in calendar 2028, growing at a 29% CAGR from calendar 2023, with $43 billion in custom compute. Marvell is uniquely positioned to capture a substantial share of this market by enabling the next generation of custom silicon while leveraging its strengths in interconnect, switching, and storage. Our goal is to double our market share of this data center TAM from 10% in CY23 to 20% in CY28.

Innovating for the Future

Throughout fiscal 2025, we continued to invest in all aspects of our technology platform, including advanced process nodes, electrical and optical SerDes, high-speed die-to-die interconnects, embedded memory, custom high-bandwidth memory (HBM), 2.5D packaging, and silicon photonics. These and other advancements reinforce Marvell’s leadership in custom compute and high-speed interconnects, empowering hyperscalers to scale AI efficiently while addressing the performance and power challenges of next-generation AI workloads.

Marvell continues to advance its custom silicon vision with innovations that address the increasing demands of AI infrastructure. Our recently announced custom HBM architecture is designed to meet the extreme memory bandwidth requirements of AI workloads, enabling faster and more efficient data movement within custom accelerators. Meanwhile, our co-packaged optics technology represents a breakthrough in high-speed connectivity, reducing power consumption and latency by integrating optical interfaces directly into the silicon package.

As the foundation for co-packaged optics systems, we introduced the Marvell 3D Silicon Photonics Engine, which integrates hundreds of optical-communication components into a single device. It delivers twice the bandwidth while significantly reducing power consumption compared to similar devices. We also announced a co-packaged optics architecture designed for future AI accelerators.

Expanding our foundational IP portfolio, we demonstrated the industry's first two-nanometer silicon IP for next-generation AI and cloud infrastructure. Produced on TSMC's two-nanometer process, this working silicon is a critical part of the Marvell platform for developing custom XPUs, CPUs, switches, and other accelerated infrastructure devices.

Organized for Growth

To fully capitalize on the massive opportunity created by AI, we have realigned both our R&D investments and organizational structure. We are now allocating the majority of our R&D to the data center opportunity, with all products serving hyperscale customers unified under a single Cloud Datacenter group, while our other end markets have been consolidated into the Multimarket Business Group.

This optimized structure enables us to accelerate growth by strengthening our teams’ ability to set priorities and operate in more holistic, customer-centric ways in a fast-changing market. With greater alignment, our teams can collaborate, innovate, and execute with increased speed, agility, and precision to meet and exceed customer needs.

A Great Place to Work

At Marvell, our people are at the heart of our success. They are the driving force behind a workplace and culture that we can all be proud of — one that continues to earn external recognition. This past year, we were honored to be certified as a Great Place to Work® in the U.S., India, and Vietnam — an achievement based entirely on employee feedback about their experience at Marvell.

To support the professional growth and development of our employees, we offer a range of learning opportunities, including technical, soft-skill, and leadership training for employees and managers at all levels. Over the past year, we hosted career events at multiple Marvell sites globally. These were designed to showcase various paths for career growth — whether in a technical domain or business leadership. Additionally, we launched the “Mentoring Marketplace” program, allowing any employee to connect with colleagues across the organization for technical or career guidance and development. We also continue to expand our global university recruiting efforts and internship programs to help develop the next generation of talent.

Respect and integrity are the foundation of how we operate, and fostering an inclusive culture remains a key priority. We are especially committed to supporting the growth and development of women — both at Marvell and across the semiconductor industry. Our two flagship mentoring programs for women, along with Women@Marvell — an active inclusion network open to all employees with over 20 chapters and 700 members worldwide — continue to make a meaningful impact.

At Marvell, integrity means being honest, honoring our commitments, and doing what’s lawful and right. We promote transparency and openness through multiple employee feedback channels, including our unique Site Health program, which allows employees to provide anonymous feedback to management on workplace experiences and concerns. Our commitment to ethical business practices extends beyond Marvell, shaping the high standards we expect from our suppliers and business partners.

Sustainability in Action

At Marvell, we are committed to making a positive impact on our communities and the environment. In our efforts to address climate change, we are focused on meeting the growing demands of our customers for reducing the greenhouse gas emissions associated with our products. We are taking proactive steps to influence our suppliers to reduce their emissions and procure renewable energy in line with these customer expectations. To drive supplier progress, we have added climate-related metrics to our Quarterly Business Review scorecard and implemented a climate disclosure request for all direct suppliers.

 

 

Beyond our environmental efforts, we are dedicated to giving back to the communities where we operate and supporting causes that are important to our employees. As part of this effort, we offer employer-matching contributions and provide paid time off for employees who volunteer for causes they are passionate about.

An Exciting Future

Marvell is a technology leader in an industry at an inflection point that will be discussed for many years to come. As hyperscale customers continue to transform their data centers to meet the evolving demands of AI, we are delivering the accelerated infrastructure solutions they need to rapidly move, store, process, and secure massive amounts of data. We have been preparing for this opportunity for many years, and our team is truly firing on all cylinders.

While we’re proud of our achievements so far, we are still in the early stages of the AI-driven transformation reshaping the global economy — one that we expect will unlock significant opportunities and growth for Marvell. In fact, we believe this is just the beginning of a multi-year generational opportunity for our company and the semiconductor industry as a whole.

AI has the potential to transform entire industries, from healthcare and education to transportation and energy. At Marvell, we are thrilled to be supporting and working closely with hyperscale customers who are truly at the center of it all, providing them with the accelerated infrastructure solutions they need to optimize their data centers.

In closing, I want to express my sincere gratitude to Mike Strachan and Robert Switz, who have decided not to stand for reelection to Marvell’s Board of Directors. Both have served on the board since 2016 and have played pivotal roles in Marvell’s multi-year transformation. I’m deeply appreciative of their service and lasting contributions to the company.

Finally, I want to thank our investors, partners, and employees for being part of this extraordinary journey. The future is here, and Marvell is ready.

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 Securities and Exchange Commission (“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.

 

 

The 2025 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 Friday, June 13, 2025, at 12:00 p.m. Eastern 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/MRVL2025. 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 eight (8) directors named in the accompanying proxy statement who will hold office until the earlier of the 2026 Annual Meeting or their resignation or removal;

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

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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 January 31, 2026; and

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To consider and act on one stockholder proposal, entitled “Independent Board Chairman,” if properly presented at the Annual Meeting.

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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, 6:00 p.m. Pacific Time, on April 17, 2025, 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 our 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; FOR the ratification of the appointment of our independent registered public accounting firm; and AGAINST the stockholder proposal.

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. Eastern 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. Eastern Time, on Friday, June 13, 2025. This proxy statement and the accompanying proxy materials are first being made available to stockholders on or about May 1, 2025.

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 except for Proposal No. 4 (the stockholder proposal, entitled “Independent Board Chairman”).

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, 6:00 p.m. Pacific Time, on April 17, 2025 (“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 863,830,607 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, the fiscal year ended February 1, 2025 as fiscal 2025, and the fiscal year ended January 31, 2026 as fiscal 2026.

 

 

PROPOSAL NO. 1​

ELECTION OF DIRECTORS

Nominees

In discussions with the N&G Committee two (2) of our directors, Mr. Strachan and Mr. Switz expressed a preference to retire from the Board. As a result of these discussions and their preference, they were not nominated as directors for fiscal 2026. We thank Mr. Strachan and Mr. Switz for their service on the Board.

Our Bylaws provide that our Board shall consist of not fewer than two (2) nor more than fifteen (15) directors. The exact number is currently set at ten (10) and there are currently ten (10) members serving on our Board. After discussing with each director their interest in continuing to serve as a director of the Company, the Nominating and Governance Committee of the Board (the “N&G Committee”) has recommended, and our Board has nominated, eight (8) current members of our Board to stand for election at the Annual Meeting.

Our director nominees for the 2025 Annual Meeting are Sara Andrews, Tudor Brown, Brad Buss, Daniel Durn, Rebecca House, Marachel Knight, Matthew J. Murphy, and Richard Wallace. All of our director nominees are currently directors who were last elected by stockholders at the 2024 Annual Meeting.

If the current nominees are elected, we will have eight (8) members serving on our Board and the number of directors will be reduced to eight (8) effective as of the election of directors at the Annual Meeting.

All nominees elected as directors will serve until the 2026 Annual Meeting and until their successors have been duly elected and qualified or their earlier resignation or removal. In the event any new nominees are appointed as directors after this Annual Meeting, they will be required to stand for election at the next Annual Meeting and each Annual Meeting thereafter, if nominated to do so.

As part of our goal of building a diverse board, the N&G Committee actively seeks out highly qualified diverse candidates to add to the Board.

Biographical information for each of the nominees may be found immediately following this proposal. We have been advised that each of our nominees is willing to be named as such herein and each of the nominees is willing to serve as a director if elected. However, if one or more of the director nominees should be unable or, for good cause, unwilling to serve as a director, the proxy holders may vote for a substitute nominee recommended by the N&G Committee and approved by our Board, or the Board may reduce its size.

Board Recommendation and Required Vote

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

(1)

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

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(2)

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.

 

 

Non-Employee Director Nominee Skills Matrix

 

 

CORPORATE GOVERNANCE AND
MATTERS RELATED TO OUR BOARD OF DIRECTORS

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 of, and the Chair of, each Board committee 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 Chairman 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 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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chair 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 Chairman 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 the Chief Legal Officer (or his or her designee) 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 Chairs 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 and Compliance

Our sustainability strategy revolves around three pillars — Thriving Organization, Sustainable Products and a Responsible Supply Chain. Our strong governance model provides oversight, accountability and risk management for our sustainability priorities.

The Board’s N&G Committee has oversight of sustainability matters and receives quarterly updates on our progress and performance. Our Chief Legal Officer acts as an executive sponsor of the sustainability program and provides quarterly updates to the N&G Committee and additional updates to the Chair of the N&G Committee on an as-needed basis. The Audit Committee receives quarterly updates from the Chief Compliance Officer on our ethics and compliance programs, including anticorruption measures, ethics training, supply chain risk management and adherence to export restrictions. The Chair of the Audit Committee also receives more frequent updates from our Chief Legal Officer. The ECC also has oversight of several aspects related to human capital.

We are committed to being transparent on the progress on our sustainability program. For more information on our sustainability strategy, governance and performance, please see our Sustainability Report on our website. See our Annual Report on Form 10-K filed March 12, 2025 for more information on our human capital management and governance.

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.

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 2025, the ECC consisted of the following persons: Tudor Brown, Robert Switz, and Richard Wallace. None of the members of the ECC who served during fiscal 2025 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:

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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

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

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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:

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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

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

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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 identifies, recruits, and recommends to our Board, and our Board approves, director nominees for election at each Annual Meeting and new directors for election by our Board to fill vacancies that may arise. Under our Bylaws, any director appointed by our Board is required to be voted upon by stockholders at our next Annual Meeting. The nominees for election at this Annual Meeting were recommended and approved by the N&G Committee and our Board, respectively.

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

The N&G Committee considers proposals for nomination from stockholders that are timely and that contain sufficient background information concerning the nominee to enable proper judgment to be made as to his or her qualifications. A stockholder seeking to recommend a prospective nominee for the N&G Committee’s consideration should submit the candidate’s name and qualifications to our Chief Legal Officer and Secretary, Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054. Nominees for director are evaluated by the N&G Committee, which may retain the services of a professional search firm to assist it in evaluating potential nominees. For general information regarding stockholder proposals and nominations, see “Future Stockholder Proposals and Nominations for the 2026 Annual Meeting” included in this proxy statement.

Our Bylaws permit proxy access for stockholders. Stockholders who wish to nominate directors for inclusion in our proxy statement, or directly at an Annual Meeting in accordance with the procedures in our Bylaws, should see “Future Stockholder Proposals and Nominations for the 2026 Annual Meeting” in this proxy statement for further information.

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 having a 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.

FY25 Chairman and Lead Independent Director

For fiscal 2025, the independent Board members 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.

Chairman and New Lead Independent Director on Annual Meeting Date

As a result of Mr. Strachan’s retirement from the Board, the independent Board members designated Mr. Buss as the lead independent director effective as of the date of the Annual Meeting. This transition reflects our commitment to proactive and strategic succession planning, ensuring continuity and effective leadership within the Board. Our approach to succession planning emphasizes thoughtful preparation and a seamless transition process and is designed to maintain strong governance and oversight.

Succession Planning

Pursuant to the N&G Committee Charter, our N&G Committee, in collaboration with our lead independent director and our Chief Executive Officer, reviews our leadership roles, leadership development programs, and succession plans relating to directors, committee chairs and members as well as positions held by executive officers annually. The N&G Committee also oversees recruiting strategies for potential new directors as well as executive officers.

As part of its succession planning, the N&G Committee considers the results of our Board’s annual self-evaluation, as well as other appropriate information, including the types of skills and experience desirable for future Board members and the needs of our Board and its committees and our business strategy. The N&G Committee may also consider information received in connection with our engagement with stockholders.

An important responsibility of our Board is identifying and developing our executive talent, especially our Chief Executive Officer and our other senior leaders. Continuity of executive leadership is the primary goal with respect to the succession process. As part of its oversight of development of executive talent, the N&G Committee works with our Chief Human Resources Officer to identify candidates to potentially succeed current executives. The Board and the N&G Committee consider a variety of factors when evaluating candidates including, not limited to: potential internal and external candidates, the skill sets needed for executives based on our current and future business strategy, leadership development programs available to internal candidates, and feedback from the Chief Executive Officer.

Board Meeting Attendance

There were six meetings of our Board in fiscal 2025, 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 2025. In addition, on average, our current directors had an attendance rate in fiscal 2025 of approximately 98%. The independent directors met regularly in executive session in fiscal 2025 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 2025 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 at investor.marvell.com/highlights. 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 current member of the Audit Committee meets the applicable independence, experience and other requirements of Nasdaq and the SEC. Our Board has determined that Messrs. Buss, Durn and Strachan (who is not standing for re-election) 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. During fiscal 2025, a subcommittee of the ECC comprised of Mr. Switz (who is not standing for re-election) met monthly to approve new hire and follow-on equity grants for non-executive officers and employees. The subcommittee met twelve times in fiscal 2025. 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 current member of the ECC meets the applicable independence requirements of Nasdaq and the SEC. In addition, each current 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. In addition, the N&G Committee oversees and assists the Board with officer and director succession planning. 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 2025. 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;

​

▪

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 2025, 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.”

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 ten directors, one of whom is currently employed by the Company (Mr. Murphy). The Board has determined that all the current non-employee directors including the nonemployee nominees for director at this Annual Meeting are “independent” as such term is defined by the rules and regulations of Nasdaq and the SEC. Our Board has also determined that Mr. Tamer, who resigned from the Board in September 2024, was independent during the time he was on the Board during fiscal 2025. 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. who 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.

Mr. Wallace, a member of our Board, is the Chief Executive Officer and President of KLA Corporation (“KLA”) who provides certain equipment and services to the Company. Purchases from KLA 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 KLA. The Board determined that Mr. Wallace’s relationship with KLA and the transactions between the Company and KLA do not conflict with the elements of independence set forth in the Nasdaq listing standards. Therefore, the Board affirmatively determined that Mr. Wallace 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 2025, 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, 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 2025, Compensia, with the assistance of our management, reviewed these programs, taking into consideration many factors, including but not limited to:

▪

Compensation philosophy;

​

▪

Pay mix;

​

 

 

▪

Performance measures;

​

▪

Goal setting and funding mechanisms;

​

▪

Payment and timing;

​

▪

Incentives structure and policies;

​

▪

Ownership and trading guidelines;

​

▪

Leadership and succession; and

​

▪

Program governance.

​

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 hold 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 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 2025 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 2024, the N&G Committee reviewed our directors’ compensation relative to the compensation peer group approved by the ECC. The N&G Committee, after consultation with Compensia, increased certain elements of director compensation as shown in the table below.

Cash Compensation

The annual fees for our nonemployee directors as of the end of fiscal 2025 are set forth below:

*

Fees increased effective in the fourth quarter of fiscal 2025. Prior fees were as follows: Audit Chair: $30,000, ECC Chair: $20,000, N&G Chair: $15,000, and N&G member: $7,500.

​

The retainer fees are paid in quarterly installments in arrears and are prorated for length of service as appropriate. Nonemployee directors serving on a committee receive either the applicable chairmanship fee or the membership fee, but not both. Nonemployee directors are reimbursed for travel and other reasonable out-of-pocket expenses related to attendance at Board and committee meetings. For a summary of the fiscal 2025 cash compensation paid to our nonemployee directors, please see the Director Compensation Table below.

Equity Compensation

Our nonemployee directors are eligible to receive equity awards under the Amended and Restated 1995 Stock Option Plan (the “1995 Stock Option Plan”), which provides for the grant of various types of equity awards including restricted stock units (“RSUs”). Currently, each nonemployee director who is elected or appointed at the Annual Meeting is automatically granted, immediately following the Annual Meeting, an RSU award (the “Annual RSU Award”) for a number of shares with an aggregate fair market value equal to $235,000 (to be increased to

 

 

$250,000 in June 2025) based on the average closing market price of our stock over the prior 30 trading days. The Annual RSU Award vests as to 100% of the shares on the earlier of the one-year anniversary of the date of grant or the next Annual Meeting. If a Board member joins the Board on a date after the Annual Meeting, the Annual RSU Award is pro-rated based on the Board member’s length of service from joining the Board until the date of the next Annual Meeting.

Director Compensation Table — Fiscal 2025

The following table sets forth the total compensation paid to each of our nonemployee directors serving in such capacity during any portion of fiscal 2025. The amount listed for the value of the stock awards below is based on the average closing market price of our stock over the prior 30 trading days before the grant date, which is why it differs from the value above of $235,000.

(1)

The amounts in this column reflect the fee increases that became effective in the fourth quarter of fiscal 2025.

​

(2)

The dollar value of RSU awards shown represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The actual value that a director will realize on each RSU award will depend on the price per share of our shares of common stock at the time the shares underlying the RSUs settle and are subsequently sold. There can be no assurance that the actual value realized by a director will be at or near the grant date fair value of the RSUs awarded.

​

(3)

Messrs. Durn and Wallace joined the Board mid-year and received a prorated grant covering the time period from April 2024 to the date of the 2024 Annual Meeting in addition to the annual grant which was granted at the time of the 2024 Annual Meeting.

​

(4)

While Mr. Tamer was granted equity at the 2024 Annual Meeting, he resigned from the Board in September 2024 and this grant was forfeited.

​

The following table provides the number of shares subject to outstanding RSUs held as of February 1, 2025 by each nonemployee director serving in that capacity during any portion of fiscal 2025, as applicable. Vesting of the nonemployee director RSUs is subject to the individual Board member’s continued service through the vesting date.

*

Settlement of the grant made in June 2024 has been deferred by the director and will not happen on June 13, 2025.

​

(1)

While Mr. Tamer was granted equity at the 2024 Annual Meeting, he resigned from the Board in September 2024 and this grant was forfeited.

​

 

 

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 2026 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 individually named 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 named executive officers through incentive compensation that vests over multiple years.

​

▪

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.

​

The ECC believes that both the elements and level of fiscal 2025 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 fiscal 2026.

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 2025

In addition to retaining Deloitte to audit the consolidated financial statements for fiscal 2025, we retained Deloitte to provide certain other professional services in fiscal 2025. 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.

​

(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.

​

(3)

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

​

(4)

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

​

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 Chair 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 the approval of 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 1, 2025. 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, as amended, 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 1, 2025. The Audit Committee appointed Deloitte as our independent registered public accounting firm for the year ending January 31, 2026, subject to our stockholders approving such appointment at the Annual Meeting.

The Audit Committee of the Board

Michael Strachan, Chair
Sara Andrews
Brad Buss
Daniel Durn

 

 

PROPOSAL NO. 4​

STOCKHOLDER PROPOSAL ENTITLED
“INDEPENDENT BOARD CHAIRMAN”

In accordance with SEC rules, we have set forth below a stockholder proposal submitted by Mr. John Chevedden, 2215 Nelson Ave 205, Redondo Beach, California 90278, who beneficially owned 50 shares of our common stock on the date that the proposal was submitted.

The text of the stockholder proposal and supporting statement appear in italics exactly as received from the stockholder proponent unless otherwise noted. All statements contained in the stockholder proposal and supporting statement are the sole responsibility of the stockholder proponent. The stockholder proposal or supporting statement may contain assertions about our company or other matters that we believe are incorrect, but we have not attempted to refute all such assertions. The response from our Board and the recommendation on the stockholder proposal is presented immediately following the proposal.

The stockholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the stockholder proponent at the Annual Meeting.

Proposal 4 — Independent Board Chairman​

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board.

Although it is best practice to adopt this proposal soon this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO.

This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic.

The ascending complexities of a conglomerate with $43 Billion in market capitalization, like Marvell Technology, increasingly demands that 2 persons fill the 2 most important jobs at Honeywell on an enduring basis — Chairman and CEO

Please vote yes:
Independent Board Chairman — Proposal 4

Board of Directors’ Statement in Opposition​

Our Board believes that the Company and its stockholders are best served by a combined Chairman and CEO role, in combination with a lead independent director.

The Board takes a flexible approach to its leadership structure, allowing it to adapt its structure depending on current circumstances. The Board reviews its leadership structure at least annually and will vary that structure in order to ensure effective oversight and operations. The Board regularly evaluates whether to separate or combine the roles of Chairman and CEO, and the leadership structure depends on the current performance of the Company and the experience and knowledge of the CEO. Currently, the Board has combined the roles of Chairman and CEO, and Mr. Murphy serves in both capacities. The Board believes that this structure enhances overall Board effectiveness and interaction with management, and provides the Company with strong, clear leadership and strategic vision. The Board believes that a unified leadership structure continues to work well and is the right model for us to successfully execute our strategy.

Our Board believes that having a combined Chairman and CEO role, in combination with a lead independent director, provides the Company and the Board with strong leadership, appropriate independent oversight of, and accountability for, management, and facilitates communication about the Company’s business and strategy to stockholders, customers, employees, and the public. The lead independent director regularly communicates with our Chairman and CEO, as well as other members of our Board and management, regarding the Company’s business and strategy.

Our Board does not believe that the change requested by the stockholder will improve the Company’s performance or increase stockholder value. In addition, this proposal could serve to limit the Board’s flexibility in the future to modify or establish a leadership structure that is in the

 

 

best interests of the stockholders and the Company at that time. Due to the rapidly evolving landscape of the semiconductor industry, we believe that our Company and stockholders are best served by a flexible structure that permits the Board to exercise discretion over its leadership structure according to its needs. In the past, the Board has had different leadership structures depending on the needs of the Board at that time.

As part of our annual governance review in March 2023, after evaluating the considerations of a combined Chairman and CEO leadership structure, market practices, and the Company’s practices for ensuring independent Board oversight of management, our Board determined (and reaffirmed as part of our annual governance review in April 2024 and April 2025) that combining the roles of Chairman and CEO, in combination with a lead independent director, is the most effective leadership structure for the Company. Our Board has made this determination for the following reasons:

▪

Our lead independent director plays an important role in the operation of the Board, ensuring effective independent oversight. The lead independent director promotes communications between the independent directors and the Chairman and CEO, and between the independent directors and the Company’s management team, by holding executive sessions of the independent directors and by working with the other independent directors to facilitate robust independent oversight of management.

​

▪

The combined Chairman and CEO structure enables the Company to provide clear leadership and facilitates and maintains consistency in communicating and managing our strategic and business priorities. This structure also provides for efficient operation and effective leadership for the Board as our CEO has intimate knowledge of the Company’s business to address the most pertinent needs of the Company.

​

▪

Our strong corporate governance practices provide for effective leadership and independent oversight of the Company.

​

Our lead independent director actively facilitates independent oversight of management.

We believe that having a lead independent director provides a strong counterbalance to the Chairman and CEO by promoting open dialogue among the independent directors during and in between Board meetings, leading executive sessions of Board meetings, and focusing on the Board’s priorities and processes.

In addition, the lead independent director’s duties include the following:

▪

moderating executive sessions of the Board’s independent directors;

​

▪

helping promote good communication between the independent directors and the Chairman and CEO;

​

▪

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

​

▪

setting agendas for Board meetings jointly with the Chairman of the Board and making recommendations to the Chairman of the Board regarding the structure of Board meetings;

​

▪

making 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; and

​

▪

coordinating with the nominating and governance committee and corporate counsel to promote a thorough annual self-assessment by the Board and its committees.

​

These governance practices enable the lead independent director to efficiently and effectively support our Board’s independent oversight of management and the Company.

The Company’s strong corporate governance practices provide for effective independent leadership and independent oversight of the Company.

Our Board has adopted a set of Corporate Governance Guidelines establishing a framework within which it conducts its business to exercise independent oversight over the Company and its management. Our Corporate Governance Guidelines provide that when the role of the Chairman is combined with that of the CEO, the independent directors will appoint a lead independent director.

Currently all members of our Board, other than our CEO, are independent directors. We have added five new independent directors since 2020. Each of our audit committee, executive compensation committee and nominating and governance committee is chaired by an independent director and is composed solely of independent directors. All directors also have access to members of management, which ensures that the CEO is only one of many sources of information for the directors.

Our Corporate Governance Guidelines also provide that the independent directors meet regularly in executive session without the presence of the non-independent directors or members of our management, which provides an opportunity for independent directors to discuss any matters that they deem relevant or appropriate.

Our Board continually reviews its composition, including succession plans for committee chairs, members, and the lead independent director. The nominating and governance committee reviews the annual self-evaluation as well as other appropriate information, including the types of skills and experience desirable for future Board members, the needs of our Board and its committees currently, as well as the Company’s needs based upon its business strategy. In addition, our Board may also consider information received in connection with the Company’s engagement with stockholders.

 

 

Board Recommendation and Required Vote

Our Board unanimously recommends that you vote AGAINST Proposal 4.

Unless otherwise instructed, the proxy holders named in the proxy card will vote the shares represented thereby AGAINST Proposal No. 4. 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.

 

 

EXECUTIVE OFFICERS OF THE COMPANY

The following table shows information about our executive officers at the end of fiscal 2025 and ages of our executive officers as of the Record Date:

(1)

As reported in a Current Report on Form 8-K filed on April 14, 2025, Mr. Hussain will resign from his position with the Company effective as of May 2, 2025.

​

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 has served as Marvell’s President, Products and Technologies since April 2021. He served as Executive Vice President for the Networking and Processors Group and Chief Strategy Officer from July 2018 to 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 Operating Officer since February 2025. He served as Chief Operations Officer from March 2021 to February 2025. 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 Juris Doctor and Master of Business Administration from Santa Clara University School of Law and from the Leavey School of Business at Santa Clara University and a Bachelor of Science 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 1, 2025, 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 1, 2025;

​

▪

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 1, 2025, as a group.

​

*

Less than one percent.

​

**

The percentage of beneficial ownership for the following table is based on 865,972,449 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, 2024 and are based solely on information on Schedule 13G/A filed with the SEC on January 30, 2025. As reported therein, Vanguard Group reports shared voting power over 571,266 Marvell shares, sole voting power over 0 Marvell shares, sole dispositive power over 60,483,699 Marvell shares, shared dispositive power over 2,073,894 Marvell shares and the aggregate amount beneficially owned by each reporting person as 62,557,593.

​

 

 

(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)

Includes 2,486 Marvell RSUs for Mark Casper scheduled to vest within 60 days of the date of this table. Includes 20,163 shares held by the Mark J. Casper and Stephanie Casper Revocable Trust.

​

(6)

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

​

(7)

Includes 30,959 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.

​

(8)

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.

​

(9)

Includes 88,081 Marvell shares held in trusts for the benefit of Mr. Hussain’s family members and 692,799 Marvell shares held directly by Mr. Hussain. Includes 116,024 vested Marvell options.

​

(10)

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

​

(11)

Includes 2,486 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 2025, we believe that our officers, directors and greater than 10% stockholders filed all reports required by Section 16(a) timely.

 

 

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis describes the compensation paid to the following named executive officers for fiscal 2025:

▪

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

​

▪

Mark Casper, Chief Legal Officer and Secretary

​

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

We hold an advisory vote to approve named executive officer compensation on an annual basis. At our 2024 Annual Meeting, we received support from approximately 52% of the votes cast for our fiscal 2024 named executive officer compensation. In light of the low level of support, we solicited stockholder feedback on our executive compensation program. This feedback and our actions to address this feedback are described in more detail below.

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. 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.

During fiscal 2025 and following our 2024 Say on Pay proposal vote, members of our senior management and our Board reached out to stockholders beneficially owning approximately 55% of our outstanding stock to discuss our executive compensation program. Of these investors, stockholders representing approximately 45% of our outstanding stock scheduled meetings with us. These meetings generally included our Chief Human Resources Officer, Sr. Vice President of Investor Relations, and our Chief Legal Officer. In addition, our Lead Independent Director, the Chair of the ECC and the Chair of the N&G Committee either attended some of the meetings along with our executives or in some cases conducted separate meetings directly with some of our stockholders. The feedback from these meetings was taken into consideration in the design of our executive compensation program for fiscal 2026.

We value the opinions of our stockholders. Our goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. As in prior years, the ECC will consider the outcome of this year’s Say-on-Pay vote (see Proposal No. 2 in this

 

 

proxy statement), as well as feedback received throughout the year, when making compensation decisions for our executive officers. In addition, consistent with the recommendation of the Board and the preference of our stockholders as reflected in the non-binding stockholder advisory vote on the frequency of future Say-on-Pay votes held at our 2023 Annual Meeting, we intend to hold future Say-on-Pay votes on an annual basis. Accordingly, following the Annual Meeting to which this proxy statement relates, our next Say-on-Pay vote will be conducted at our 2026 Annual Meeting.

Executive Summary

Fiscal 2025 Business Highlights

Overview of Fiscal 2025 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.”

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.

 

 

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 or officers to hold Marvell securities in a margin account or pledge Marvell securities as collateral for a loan or to engage in hedging or monetization transactions, including derivative transactions, short sales, or transactions in publicly traded options on our common stock.	​
​		​	​	We do not provide for “golden parachute” excise tax-gross-ups.	​
​		​	​	We do not pay dividends or dividend equivalents on our unvested restricted stock units or on vested awards where the settlement has been deferred.	​
​		​	​	We do not provide material perquisites.	​
​		​	​	We do not guarantee payment under our AIP or our TSR-based performance-based equity awards.	​
​					​

 

 

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 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 is earned and/or 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.

​

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 2025 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 chair. During fiscal 2025, the ECC engaged the services of Compensia as its compensation consultant. During fiscal 2025, 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 Legal Officer participated in discussions regarding the overall design and targets of our compensation programs).

The Role of the Chief Executive Officer

Mr. Murphy meets with the ECC at its request and makes compensation recommendations for the senior executives who report to him but does not make a recommendation with respect to his own compensation. The senior executives are not present at the time such recommendations are discussed. Mr. Murphy’s recommendations are based in part upon the compensation information gathered by the ECC’s compensation consultant and the Company’s human resources professionals. Mr. Murphy shares with the ECC his evaluation of each senior executive’s performance and contributions. The ECC considers each senior executive’s scope of responsibilities and experience, and balances these against competitive compensation levels, including retention requirements and succession potential.

The Role of Peer Groups — Market Analysis

The ECC considers relevant market pay practices when setting executive compensation. In September 2023 (fiscal 2024), Compensia recommended, and the ECC approved, the compensation peer group for fiscal 2025, which was unchanged from the peer group approved for fiscal 2024. In selecting peer companies, the following criteria were used to identify a group of industry and labor market competitors, including:

▪

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

​

▪

Revenue: target range of ~0.5x – 4.0x Marvell’s last 4 quarters revenue as of the date of approval

​

▪

Market Capitalization: target range of 0.2x – 4.0x Marvell’s 30-day average market capitalization as of the date of approval

​

▪

Refinement Considerations: revenue growth, profitability and competition for employees

​

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

Relative to this peer group at the time of approval in September 2023, the Company ranked at approximately the 27th percentile on a last four quarters revenue basis, 53rd percentile on a one-year revenue growth basis and at the 44th percentile on market capitalization.

The ECC reviews the practices of members of the peer group to better understand and assess the competitiveness of the compensation that the Company pays to its executives, both with respect to each compensation element and the overall compensation package. The ECC uses this information in its determinations and assessments but does not determine compensation by benchmarking to the peer group. At the beginning of fiscal 2025, the ECC reviewed our executive compensation program, both in the context of our pay-for-performance philosophy and from a market perspective and set the target total direct compensation opportunities for our named executive officers for fiscal 2025 taking into account individual performance, experience, criticality and retention for each executive.

 

 

Elements of Compensation

Our fiscal 2025 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 2025, our long-term incentive compensation (“LTI”) 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 our 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 2025.

Executive Compensation Program for Fiscal 2025

Fiscal 2025 Pay Outcomes

▪

Based on our actual revenue, gross margin, and operating margin for fiscal 2025, the AIP Financial Performance Metrics, the total Corporate Achievement level was 131.2% of target. See “Annual Incentive Plan” below for more details.

​

▪

Our total shareholder return for the three-year performance period for the fiscal 2022 TSR PSU awards granted on April 15, 2021 was 34.7%, which was above the median of the S&P 500 Index. The PSUs were earned at 106% of target following certification by the ECC on April 15, 2024.

​

Base Salary

The ECC retains the discretion to change the base salaries for our executives from time to time. In fiscal 2025, the ECC increased the base salaries for the named executive officers as noted below. The ECC determined that these adjustments were appropriate considering each individuals’ performance in the prior fiscal year, internal pay parity with other senior leaders, any retention concerns, adjustments to roles and responsibilities, and an analysis of relevant competitive market data.

Annual Incentive Plan (AIP)

Target Cash Incentive Opportunities

At the beginning of fiscal 2025, the ECC reviewed the design of the AIP, including a review of the target cash incentive opportunities established for each of the roles and a comparison of those percentages to the percentage target opportunity for similar roles at applicable peer companies. Based on this review, as a result of an analysis of the relevant competitive market data, the ECC approved an increase in the target cash incentive opportunity (expressed as a percentage of base salary) for Mr. Koopmans for fiscal 2025 in light of his increased responsibilities and to align with peer companies. No other changes were made to the target cash incentive opportunities for the named executive officers.

AIP Design — Corporate Performance Measures

Under the AIP, our executive officers are eligible to earn annual cash incentives based upon the achievement of pre-established performance goals and, for the named executive officers other than the Chief Executive Officer and Chief Financial Officer, individual performance goals. Total incentive opportunities for fiscal 2025 were based on the achievement of semi-annual targets but paid annually. The ECC split the annual targets into equally weighted 1st and 2nd half targets. Incentive payouts may range between 0% and 200% of the target annual cash incentive opportunity. However, if achievement of our corporate financial metrics is less than 100%, payouts are capped at the target level without regard to above-target individual goal achievements.

The fiscal 2025 AIP was based on three corporate financial metrics:

▪

revenue (45%),

​

▪

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

​

▪

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

​

 

 

Non-GAAP financial measures exclude the effect of stock-based compensation expense, amortization of the inventory fair value adjustment associated with acquisitions, amortization of acquired intangible assets, acquisition and divestiture-related costs, restructuring and other related charges (including, but not limited to, asset impairment charges, employee severance costs, and facilities related charges), resolution of legal matters, and certain expenses and benefits that are driven primarily by discrete events that management and the ECC do not consider to be directly related to the Company’s core business. The Company uses non-GAAP metrics in its executive compensation plans and awards in an effort to better correlate executive compensation to Company performance as these metrics are believed to better reflect the economic reality of the Company’s operations. The non-GAAP performance metrics used for the AIP above, or for any performance-based equity awards, are determined by the ECC (in its sole discretion).

If the Company fails to achieve the threshold level, as set forth in the table below, for any of the above corporate financial performance goals, no payout is awarded for that goal. The ECC determined that the combined application of all the metrics would make achievement difficult to meet at target and very difficult to meet at maximum performance levels.

Fiscal 2025 AIP Design — Individual Performance Goals

The ECC determined that it is desirable to provide for some limited variation in incentive compensation based on individual performance for some of the executive officers. For the Chief Executive Officer and the Chief Financial Officer, 100% of the payouts under the AIP are based solely on the Company performance goals described above. Payouts under the AIP for the other named executive officers are based 80% on the Company performance goals described above and 20% on individual performance goals that are established at the beginning of the year, provided, that overachievement on the aggregate bonus payout is not permitted unless the achievement of the Company’s performance goals is 100% or more. The individual performance goals were approved by the Chief Executive Officer. Information on the individual performance goals is provided below.

Fiscal 2025 Individual Performance Goals

Our individual performance goals involve highly confidential, competitively sensitive information, including forward-looking targets and product-specific strategies that if disclosed could cause irreparable competitive harm by providing competitors with insight into our internal processes, know-how, products, and business initiatives, particularly as many of these goals build on multi-year achievements in order to execute on our overall business strategies. However, we understand stockholders’ desire for additional information regarding our individual performance goals and have strived to provide greater visibility into the individual goal components while balancing these competitive concerns.

 

 

Actual Performance Against Goals

The following tables present the fiscal 2025 AIP performance goals established by the ECC for the first half and second half of fiscal 2025 at threshold, target, high, and maximum performance levels and the actual fiscal 2025 performance for each of these metrics. Each goal was tied to the annual operating plan which is based on our internal financial projections and is approved by the Board. Some of these goals were below the levels set by the ECC in fiscal 2024 to reflect changes in the Company’s internal financial projections for fiscal 2025. These projections were based on the Board’s good faith evaluation of the expected financial trends for fiscal 2025 at the time the goals were set as follows:

▪

We expected changes to revenue and margin to be impacted by our product mix, which was expected to be different in the first and second halves of fiscal 2025.

​

▪

We expected sequential growth in our data center revenue with initial shipments of our cloud optimized silicon programs for AI complementing our electro-optics franchise at the beginning of the fiscal year. We also expected soft demand impacting consumer, carrier infrastructure, and enterprise networking end markets in the first half of fiscal 2025. We further expected revenue declines in these end markets would be behind us after the first half of fiscal 2025, and we projected a recovery in the second half of fiscal 2025.

​

▪

We expected gross margin to be lower in the second half of fiscal 2025 due to an expected ramp in our custom ASIC business, which products have historically had lower gross margins. As a result, we expected a degradation in our gross margin during the second half of the year, but a step up, sizably in operating profit.

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At the time the AIP target performance levels were established, we determined that setting goals aligned with our internal financial projections — though in some cases lower than the prior fiscal year — was in the best interests of the Company and our stockholders. These target levels reflected the complexity of the environment, shaped by a multitude of factors including an evolving end market, ramp of cloud-optimized silicon, and ongoing channel inventory dynamics. The Board believed that meeting these target levels would require the leadership team to actively and aggressively influence outcomes and drive results amid significant operational and market challenges. The ECC set the payout levels at levels they believed to be necessary to incentivize our executive team for fiscal 2025 and at a level that was believed, based on our internal financial projections, to be difficult, but achievable.

The score for each financial performance metric was 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 was based on the weighting of each metric. The total corporate achievement for the fiscal year based on the Financial Performance Metrics was 131.2%, which is the average of the first half and second half achievement levels. The individual funding factor was determined by the ECC in consultation with the Chief Executive Officer and the named executive officers (other than the CEO and CFO) were deemed to have met their individual performance goals at the levels set forth below.

Based on the Company’s performance in fiscal 2025 against its corporate financial performance goals and, in the case our named executive officers other than the CEO and CFO, their individual performance goals, each named executive officer was paid a percentage of his target cash incentive opportunity as set forth below.

 

 

Equity Awards

Fiscal 2025 Equity Awards

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

The ECC approved grants to the named executive officers for fiscal 2025, which were comprised of time-based RSUs and TSR RSUs as part of the annual award process. The grant date fair value of all stock awards is provided in the Fiscal 2025 Summary Compensation Table and the number of shares per equity vehicle at target are shown in the tables below. No out of cycle or special awards were granted in fiscal 2025.

April 2024 Annual Equity Awards:

*

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

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(1)

As reported in a Current Report on Form 8-K filed on April 14, 2025, Mr. Hussain will resign from his position with the Company effective as of May 2, 2025. As a result, only 13,008 RSU shares have vested. The remaining 26,017 RSU shares and all 58,537 TSR RSU shares will be forfeited.

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April 2024 RSU Awards Vesting Terms. Subject to continued service with the Company, the RSUs will vest in equal quarterly installments over three years from the grant date.

April 2024 TSR RSU Awards Performance and Vesting Terms. Fiscal 2025 TSR RSUs are earned and vest based on our TSR performance relative to the S&P 500 Index over the performance period measured from April 15, 2024 to April 5, 2027, up to a maximum 200% of the target award amount. In addition, the amount earned and vesting may be increased by up to 150% based on the Non-GAAP EPS compound annual growth rate (“Non-GAAP EPS CAGR”) for the Company measured against the Non-GAAP EPS CAGR for the companies in the peer group (as such peer group is discussed previously under The Role of Peer Groups — Market Analysis) (“EPS Multiplier”). Notwithstanding the foregoing, the maximum payout of the product of (x) the relative TSR payout, multiplied by (y) the EPS Multiplier will not exceed 250% of the target award amount. If the performance targets are met including the Non-GAAP EPS CAGR, the earned shares will all vest on April 15, 2027 (three years from the date of grant), subject to continued service with the Company through such date.

Annual Performance Awards Design Considerations.

The S&P 500 Index was chosen as the relative measure for the TSR RSUs as its results are more stable year over year and the use of this index results in less discretionary revisions by the ECC after the fact than an industry-specific index.

▪

The semiconductor industry is known for its cyclical nature, which can lead to significant fluctuations in an industry-specific index. This volatility can impact the stability of executive compensation tied to the index and cause large swings in compensation levels from year to year regardless of the performance of the individual executive. In such a case, executives may feel that their compensation is subject to factors beyond their control, leading to frustration and demotivation. To manage the impact of large index swings (which are more likely on an industry specific index), executives may focus on short-term gains for the Company rather than long-term strategic goals. This can be detrimental to the Company’s overall health and sustainability.

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In addition, an industry-specific index can be significantly impacted by the merger or acquisition of one or more companies in the index as the financial performance of the merged entity may differ significantly from the individual companies. Fewer companies in the industry-specific index due to significant industry consolidation causes the index to become dependent on a smaller number of companies. A decreasing number of companies may result in the index no longer accurately representing the sector as one or two companies may experience significant price movements, which then can have a larger impact on the overall index. Plus, when there are significant changes to the companies in an industry-specific index, the ECC may be required to use its discretion to deal with the changes. Discretionary decisions can be perceived as opaque by executives and investors, leading to concerns about fairness and consistency. In addition, the use of such discretion can create uncertainty for executives, as they may not have a clear understanding of how their performance will be evaluated and rewarded.

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In fiscal 2023, the Company added the Non-GAAP EPS CAGR metric to the performance-based equity awards in response to stockholder feedback that investors prefer that performance-based equity awards use more than one performance metric. The relative TSR and the Non-GAAP EPS CAGR metrics were chosen by the ECC to align the executives long-term interests with those of our stockholders and to avoid redundancy with the metrics used under the AIP. The performance-based metrics are both long-term metrics and use at least a minimum three-year vesting period.

 

 

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 three-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 two-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 TSR payout, multiplied by (y) the EPS Multiplier will not exceed 250% of the target award amount.

Measurement and Settlement in Fiscal 2025 of TSR RSUs Granted in Fiscal 2022

The fiscal 2022 TSR RSU awards were based on the achievement of performance objectives relating to the relative TSR of our common stock as compared to the TSR of the companies in the S&P 500 Index over the performance period measured from April 15, 2021 to April 5, 2024. There was a straight-line interpolation of the payout percentages for TSR between each of the payout levels (for example, between target and maximum performance), rounded up to the nearest whole share.

In fiscal 2025, each participating named executive officer earned shares at 106% of target corresponding with a TSR of 34.67% compared to the S&P 500 Index TSR of 32.85% for the performance period. These awards were earned and vested in fiscal 2025 as indicated below.

*

Mr. Murphy deferred settlement of these awards.

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**

Mr. Meintjes had not yet been promoted to Chief Financial Officer on the date of grant.

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***

Mr. Casper was not employed by the Company on the date of grant.

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Achievement Under Special Performance-Based Equity Grants to Select Executive Officers

In April and May of 2023, the Company granted performance-based awards to Messrs. Murphy, Hussain and Koopmans (the “Special Performance-Based Equity Grants”) that could be earned in four equal tranches based on the sustained achievement of stock price targets of $60, $80, $100, and $120. For a tranche to be earned, the Company’s average closing market price of its common stock over a 60-trading day period needs to exceed the stock price associated with that tranche. If a tranche is earned based on the stock price, the number of shares earned may be increased or decreased based on the Company’s total shareholder return relative to the S&P 500 Index. After the number of shares earned is determined, the shares vest based on continued service through the 3rd and 5th anniversary of the date of grant (50% of the