MRVL » Topics » Board of Directors Meetings and Attendance and Compensation

This excerpt taken from the MRVL DEF 14A filed May 8, 2006.

Board of Directors Meetings and Attendance and Compensation

Meetings of the Board of Directors

There were ten meetings of the Board of Directors in fiscal 2006. Each of the directors attended at least 75% of the total number of meetings of the Board of Directors and committees on which such director served.

Although the Company’s directors are encouraged to attend the Company’s Annual General Meeting, the Company does not have a formal policy requiring directors to attend the Annual General Meeting. Six directors attended the 2005 Annual General Meeting.

Compensation of Directors

Our non-employee directors each receive $1,000 per quarterly Board meeting attended, $250 per telephonic meeting attended, $5,000 per committee membership for the Audit, Executive Compensation and Governance Committees and $1,000 per committee membership on any special committees. The Chair of the Audit Committee receives an additional cash retainer of $7,500 per year and the Chairs of the other Committees of the Board of Directors receive an additional cash retainer of $2,500 per year. Directors who are also employees of the Company do not receive any cash compensation for their services as directors.

In addition, under the Company’s 1997 Directors’ Stock Option Plan, each new non-employee director receives an option to purchase 30,000 shares of common stock upon joining the Board of Directors. The options vest over a period of five years, with 20% vesting on the first anniversary of the grant date, and 1.67% vesting each month thereafter provided that the non-employee director remains a director of the Company through such period. In addition, under the plan, each incumbent non-employee director is granted an option to purchase an additional 6,000 shares of Common Stock on the date of each annual general meeting of the Company, provided that on such date the director has served on the board for at least six months prior to the date of such annual general meeting. This option vests 20% on the day that is one month after the fourth anniversary of the grant date, and 8.3% vesting each month thereafter provided that the non-employee director remains a director of the Company through such period. The exercise price per share for each option is equal to the fair market value on the date of grant.

7




This excerpt taken from the MRVL DEF 14A filed Apr 29, 2005.

Board of Directors Meetings and Attendance and Compensation

    Meetings of the Board of Directors

        There were seven meetings of the Board of Directors in fiscal 2005. Each of the directors attended at least 75% of the total number of meetings of the Board of Directors and committees on which such director served, except for Mr. Chang who attended less than 75% of the total number of meetings of the Board of Directors and the Audit Committee.

        The Company's directors are encouraged to attend the Company's Annual General Meeting. The Company does not have a formal policy requiring directors to attend the Annual General Meeting. Five directors attended the 2004 Annual General Meeting.

    Compensation of Directors

        Our non-employee directors each receive $1,000 per quarterly Board meeting attended, $250 per telephonic meeting attended, $5,000 per committee membership for the Audit, Executive Compensation and Governance Committees and $1,000 per committee membership on any special committees. The Chair of the Audit Committee receives an additional cash retainer of $7,500 per year and the Chairs of the other Committees of the Board of Directors receive an additional cash retainer of $2,500 per year. Directors who are also employees of the Company do not receive any cash compensation for their services as directors.

        In addition, under the Company's 1997 Directors' Stock Option Plan, each new non-employee director receives an option to purchase 30,000 shares of common stock upon joining the Board of Directors. The options vest over a period of five years, with 20% vesting on the first anniversary of the grant date, and 1.67% vesting each month thereafter, provided that the non-employee director remains a director of the Company through such period. In addition, under this plan, each incumbent non-employee director is granted an option to purchase an additional 6,000 shares of Common Stock on the date of each annual general meeting of the Company, provided that on such date the director has served on the board for at least six months prior to the date of such annual general meeting. This option commences vesting on the day that is one month after the fourth anniversary of the grant date with 8.3% vesting each month thereafter provided that the non-employee director remains a director of the Company through such period. Douglas King was also granted two different options to purchase shares, in addition to the options granted to him under the 1997 Directors' Stock Option Plan, as part of his remuneration as a director. The first grant for 28,000 shares was granted to Mr. King on April 15, 2004. These options vest over a period of five years, with 20% vesting on the one-year anniversary of the grant date thereof and the remaining 80% vesting in equal monthly installments over

12



the remaining forty-eight months immediately following the one-year anniversary of the grant date. The second grant for 12,000 shares was granted to Mr. King on May 28, 2004. These options commence vesting on the day that is one month after the fourth anniversary of the grant date, with 1,000 shares vesting on such date and each month thereafter. The exercise price per share for each of these option grants is equal to the fair market value on the grant date thereof.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki