MRVL » Topics » Base Salary

This excerpt taken from the MRVL DEF 14A filed May 29, 2009.

Base Salary

In January 2008, in recognition of the reduction in force implemented at the end of fiscal 2008, Dr. Sehat Sutardja and Dr. Pantas Sutardja requested that their base salaries be temporarily reduced to $1 per year. The executive compensation committee approved their request in January 2008. In December 2008, in connection with its review of executive compensation, the executive compensation committee restored the base salaries of Dr. Sehat Sutardja and Dr. Pantas Sutardja to their previous levels of $657,000 and $400,000, respectively. The executive compensation committee did not make any adjustments to their base salaries and did not compare their base salaries against the peer groups, because it did not believe that any adjustments were appropriate at that time due to the challenging economic environment then faced by the company. Mr. Hosein’s base salary was set at $450,000 as a result of the negotiations for his employment with us. In December 2008, the executive compensation committee left his base salary unchanged, because his base salary had been agreed upon at the time when he commenced employment only six months earlier. Dr. Sehat Sutardja’s base salary is below the 25th percentile of the primary peer group, while the base salaries of Dr. Pantas Sutardja and Mr. Hosein approximate the 50th percentile of the primary peer group.

This excerpt taken from the MRVL DEF 14A filed Jun 2, 2008.

    Base Salary

        The executive compensation committee reviewed and adjusted the base salaries of Dr. Sehat Sutardja, our Chief Executive Officer, and Dr. Pantas Sutardja, our Chief Technology Officer, as discussed above in the section entitled "Compensation Positioning." In January 2008, in recognition of the reduction in force that we had at the end of fiscal 2008, Dr. Sehat Sutardja, Dr. Pantas Sutardja and Ms. Dai each requested that their base salaries be temporarily reduced to $1 per year. They made this request because they believed it was appropriate for them to reduce their cash compensation at a time when the Company was working to rebuild its financial performance. The executive compensation committee approved their request in January 2008. The executive compensation committee may restore the base salaries of Dr. Sehat Sutardja, Dr. Pantas Sutardja and Ms. Dai at such time it believes appropriate.

        With respect to Mr. Tate and Mr. Rashkin, our two former interim Chief Financial Officers, their base salaries were retroactively adjusted in December 2007. The executive compensation committee retroactively increased the base salary of Mr. Tate, a former interim Chief Financial Officer, by 10% based on the recommendation of Dr. Sehat Sutardja to retroactively adjust his base salary for the additional duties and responsibilities of being the interim Chief Financial Officer. The executive compensation committee retroactively increased Mr. Rashkin's base salary by 5% for the time period during fiscal 2008 when he was the Vice President of Taxes and General Tax Counsel of MSI, but not the interim Chief Financial Officer (that is, the period prior to when he became and the period after he stepped down as our interim Chief Financial Officer). This raise was given to Mr. Rashkin based on Dr. Sehat Sutardja's evaluation of his performance as Vice President of Taxes and General Tax Counsel of MSI and the standard merit base salary increase for our employees in fiscal 2008. Effective July 13, 2007, at the time he became the interim Chief Financial Officer, Mr. Rashkin's base salary was increased to an annual amount of $350,000, which was an increase of $119,190 over his then current base salary and prior to the retroactive adjustment discussed in the prior sentence. The $350,000 base salary was determined by the executive compensation committee to be appropriate for Mr. Rashkin's services as interim Chief Financial Officer, because it was the same amount that had been paid to Mr. George Hervey, our former Chief Financial Officer, and based on our fiscal 2007 review of Mr. Hervey's base salary, it approximated the 50th percentile for base salaries of our primary peer group. In connection with her transition to a non-executive level employee and prior to her voluntary reduction in her base salary to $1 in January 2008, Ms. Dai's base salary was reduced to $220,000 from $481,000. The $220,000 base salary was determined by the implementation committee of our board of directors (a committee consisting solely of "independent directors" within the meaning of the Nasdaq listing standards) to be an appropriate level of compensation for Ms. Dai based on input from our human resources department and relative to other non-executive employees with comparable responsibilities.

This excerpt taken from the MRVL DEF 14A filed Sep 14, 2007.

Base Salary

Base salary is used to compensate executives for the normal performance of their duties, in light of their experience, skills, knowledge and responsibilities. In establishing base salaries for our executive officers, the executive compensation committee considers data from our benchmarking peer groups, as well as the scope, complexity, and impact of each position and its comparability to similar positions in the market data.

For the past several years, base salaries for our founding executive officers (our Chief Executive Officer, our former Executive Vice President and Chief Operating Officer, and our Chief Technology Officer) were not adjusted, because the majority of the total target compensation for these executives was in the form of their significant option awards and their significant stock ownership holdings. In March 2006 (i.e., during our 2007 fiscal year), our executive compensation committee increased the salaries of our founding executive officers, with such increase effective as of February 1, 2006. This increase was based on the committee’s evaluation of our 2005 fiscal year performance and a review of a variety of industry information compiled by Aon Consulting, Inc., the compensation consultant who assisted the committee through December 2005, which review the committee undertook near the end of our 2006 fiscal year. In May 2006, the committee made these salary adjustments retroactively effective as of the first regular pay period beginning after May 25, 2005, because the committee believed that the adjustments should have been made in our 2006 fiscal year since the adjustments were based on our 2005 fiscal year performance. The committee approved the payment of the retroactive portion of each salary adjustment in the form of a lump sum payment to each founding executive officer, however, the retroactive payment was made to the executive effective as of January 31, 2006 and there are outstanding payments related to the 2006 fiscal year performance. These adjustments raised the base salaries of our Chief Executive Officer, our former Executive Vice President and Chief Operating Officer and our Chief Technology Officer to approximately the 25th percentile, between the 75th and 90th percentile and 75th percentile, respectively, of the primary peer group. The base salaries of our former Executive Vice President and Chief Operating Officer and our Chief Technology Officer were increased above the 50th percentile for their titled positions because the committee believed that their roles in the company exceeded those of executives with similar titles in our primary peer group. The committee determined that no further increase to our founding executive officers’ base salaries was necessary for our 2006 fiscal year performance.

With respect to our former Chief Financial Officer, his base salary was increased to the 50th percentile of our primary peer group based on recommendation of our Chief Executive Officer in order to keep his base salary at a competitive level.

Going forward, the committee intends to have an annual review of our named executive officers’ base salaries. The executive compensation committee has had preliminary discussions regarding executive base salaries for fiscal 2008, and on August 27, 2007 set the annual base salary for our Interim Chief Financial Officer at $350,000, effective as of July 13, 2007. However, the committee has not yet completed review of the base salaries of the other executive officers.

This excerpt taken from the MRVL 10-K filed Jul 2, 2007.

Base Salary

Base salary is used to compensate executives for the normal performance of their duties, in light of their experience, skills, knowledge and responsibilities. In establishing base salaries for our executive officers, the Executive Compensation Committee considers data from our benchmarking peer groups, as well as the scope, complexity, and impact of each position and its comparability to similar positions in the market data.

For the past several years, base salaries for our founding executive officers (our Chief Executive Officer, our former Executive Vice President and Chief Operating Officer, and our Chief Technology Officer) were not adjusted, because the majority of the total target compensation for these executives was in the form of their significant option awards and their significant stock ownership holdings. In March 2006 (i.e., during our 2007 fiscal year), our Executive Compensation Committee increased the salaries of our founding executive officers, with such increase effective as of January 31, 2006, the start of our 2007 fiscal year. This increase was based on the committee’s evaluation of our 2005 fiscal year performance and a review of a variety of industry information compiled by Aon Consulting, Inc., the compensation consultant who assisted the committee through December 2005, which review the committee undertook near the end of our 2006 fiscal year. In May 2006, the committee made these salary adjustments retroactively effective as of the first regular pay period beginning after May 25, 2005, because the committee believed that the adjustments should have been made in our 2006 fiscal year since the adjustments were based on our 2005 fiscal year performance. The committee approved the payment of the retroactive portion of each salary adjustment in the form of a lump sum payment to each founding executive officer, however, the retroactive payment was made to the executive effective as of January 31, 2006 and there are outstanding payments related to the 2006 fiscal year performance. These adjustments raised the base salaries of our Chief Executive Officer, our former Executive Vice President and Chief Operating Officer and our Chief Technology Officer to approximately the 25th percentile, between the 75th and 90th percentile and 75th percentile, respectively, of the primary peer group. The base salaries of our former Executive Vice President and Chief Operating Officer and our Chief Technology Officer were increased above the

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50th percentile for their titled positions because the committee believed that their roles in the company exceeded those of executives with similar titles in our primary peer group. The committee determined that no further increase to our founding executive officers’ base salaries was necessary for our 2006 fiscal year performance.

With respect to our former Chief Financial Officer, his base salary was increased to the 50th percentile of our primary peer group based on recommendation of our Chief Executive Officer in order to keep his base salary at a competitive level.

Going forward, the committee intends to have an annual review of our named executive officers’ base salaries. The Executive Compensation Committee has had preliminary discussions regarding executive base salaries for fiscal year 2008. However, the committee has decided to delay any decisions on changes to compensation until the resolution of the investigations regarding our option grant practices.

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