Independent
Tenure on this board
4.1 yrs
8 nominees · 4 ballot items.
Elect eight directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); ratify Deloitte & Touche LLP as independent auditor; and vote on a stockholder proposal to require an independent Board chairman.
Election of eight director nominees (Sara Andrews; Brad W. Buss; Daniel Durn; Rebecca W. House; Marachel L. Knight; Matthew J. Murphy; Rajiv Ramaswami; Richard P. Wallace) to serve until the 2027 Annual Meeting.
Non-binding advisory vote to approve the compensation of Marvell’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding 'say-on-pay' vote to approve the compensation of Marvell’s named executive officers as disclosed in the proxy. Management (the ECC and the Board) seeks shareholder approval to affirm its compensation program, which it describes as market-competitive, performance-based, focused on long-term incentives, and aligned with shareholder interests via equity awards and rigorous metrics. The program for fiscal 2026 included a rebalanced Annual Incentive Plan (AIP) emphasizing revenue (50%) and operating margin (35%), reduced weight on gross margin (15%), semi-annual performance periods to improve accountability, and a mix of time- and performance-based RSUs with relative TSR and EPS CAGR modifiers. The ECC explains its use of peer benchmarking, an independent compensation consultant (Compensia), clawback provisions, ownership guidelines, and other governance features intended to reinforce pay-for-performance and mitigate excessive risk-taking. The vote is advisory and non-binding, but management states it will consider the outcome and stockholder feedback in future compensation decisions. Investors should evaluate this proposal in light of the company's strong fiscal 2026 results, the detailed disclosure of incentive metrics and payouts, the multi-year nature of key equity awards, and recent one-time promotion and retention awards that increased equity granted to certain executives. A FOR vote supports management’s executive pay design and alignment arguments; a AGAINST vote signals investor dissatisfaction with the program’s structure, magnitude, or specific awards and could prompt the ECC to revisit plan design and disclosure. The Board’s unanimous recommendation FOR reflects its view that the fiscal 2026 compensation structure advanced strategic objectives and long-term shareholder value while maintaining governance safeguards.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Marvell’s independent registered public accounting firm for fiscal year ending January 30, 2027.
Stockholder proposal by John Chevedden requesting that the Board adopt a policy to separate the Chairman and CEO roles and make the Chairman an independent director, with possible phased implementation.
This shareholder proposal, submitted by John Chevedden, requests that Marvell adopt a binding policy to separate the roles of Chairman and CEO and require the Chairman be an independent director, arguing that such separation would improve impartial oversight, mitigate conflicts, and restore investor confidence amid cited operational and stock-price concerns in 2025. The proponent frames recent revenue and analyst incidents (including an alleged loss of design wins and customer shifts) as governance failures that an independent chair would help guard against, and requests accelerated implementation or phased transition. Management opposes, arguing that the Board must retain flexibility to choose leadership structure appropriate for current circumstances and that the combined Chairman/CEO model—supplemented by a lead independent director—has coincided with multi-year revenue and EPS improvement, record fiscal 2026 results, important strategic partnerships (notably NVIDIA), and strong customer design wins. The Board also contends that the proponent’s specific operational concerns were addressed by analyst corrections and subsequent upgrades, and that stock-price moves largely reflect macro, sector, and customer-driven forces beyond board leadership structure. Company-specific context includes rapid transformation toward data center and AI infrastructure, recent acquisitions and divestitures, promotions and executive retention actions, and robust governance practices including independent committees, annual reviews and a formal lead independent director role—factors management says mitigate the risks the proponent cites. Economically, the debate centers on whether institutionalizing separation would materially improve oversight versus constraining the Board’s ability to respond to strategic opportunities where unified leadership may be advantageous. For investor analysis, key considerations include Marvell’s recent operational momentum and investor-validated strategic partnerships, the strength and clarity of the lead independent director role and governance safeguards, and whether past execution issues cited by the proponent were governance failures or transient market/competitive developments. A vote FOR would force a governance change reducing Board flexibility; a vote AGAINST endorses the Board’s view that current structures and recent performance argue against a permanent separation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.5% | 109,785,782 | $10.9B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 39,105,225 | $3.9B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.8% | 33,218,111 | $3.3B |
| 4 | STATE STREET CORP | 2.7% | 23,338,406 | $2.3B |
| 5 | BlackRock, Inc. | 2.5% | 21,488,808 | $2.1B |
| 6 | BlackRock, Inc. | 2.4% | 21,106,363 | $2.1B |
| 7 | AMERIPRISE FINANCIAL INC | 2.2% | 18,968,852 | $1.9B |
| 8 | VAN ECK ASSOCIATES CORP | 1.2% | 10,745,703 | $1.1B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 10,263,392 | $1.0B |
| 10 | FIL Ltd | 1.0% | 9,116,617 | $903M |
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