Fiscal 2024 Named Executive Officer Compensation

Contract Categories: Human Resources - Compensation Agreements
EX-10.19 5 mrvl-04292023exhibit1019.htm EXHIBIT 10.19 Document

Exhibit 10.19
Compensation Arrangements for FY 2024
Named Executive Officers
Marvell Technology, Inc.
Note: The following summary of compensation arrangements does not include all previously-reported compensation arrangements or awards granted under previously-disclosed incentive plans. Disclosures with respect to compensation for Named Executive Officers for the 2023 fiscal year were included in the Company's definitive proxy statement for the Company's 2023 Annual Meeting of Stockholders filed with the SEC on May 3, 2023, and additional disclosures with respect to compensation for Named Executive Officers for the 2024 fiscal year will be included in the Company's definitive proxy statement for the Company's 2024 Annual Meeting of Stockholders.

NAME

TITLE

SALARY ($)
INCENTIVE TARGET
(% OF SALARY)
MATTHEW MURPHYPresident and Chief Executive Officer1,150,000200
RAGHIB HUSSAINPresident, Products and Technologies675,000100
WILLEM MEINTJESChief Financial Officer640,000100
CHRIS KOOPMANSChief Operations Officer585,00095
DAN CHRISTMANEVP, Storage Products Group565,00095

Annual Incentive Plan for Fiscal Year 2024 (“AIP”)
The AIP is a cash incentive program that is designed to provide additional focus on the achievement of company goals, align target total cash compensation with actual Company performance, provide competitive total cash targets to attract and retain executive talent, and reward our executives for the achievement of Company goals. Under the AIP the Company’s executive officers are eligible to earn cash incentives based upon the achievement of pre-established performance goals. Total incentive opportunities will be based on achievement of semi-annual targets and will be paid annually. Incentive payouts may range between 0% and 200% of the target incentive opportunity.
The AIP provides for potential payouts based on the following metrics:
•    revenue (45%),
•    non-GAAP gross margin (25%), and
•    non-GAAP operating income margin (30%).
If the Company fails to achieve the threshold level for any of the above Company performance goals, no payout is awarded for that goal.
Payouts for the President and Chief Executive Officer and for the Chief Financial Officer will be based solely on the above Company performance goals. Payouts for the other executive officers may be based 80% on Company performance goals and 20% on individual performance goals, provided that no overachievement on the 20% individual component will be permitted unless the Company achieves at least 100% of the Company’s performance goals. Nevertheless, in its discretion, the Executive



Compensation Committee may reduce the individual component for any executive officer (and increase the component based on Company performance) if it determines doing so would be appropriate in the circumstances.
The Executive Compensation Committee determined that the combined application of all the metrics would make achievement difficult to meet at target and very difficult to meet at maximum payout.