MRVL » Topics » Compensation Discussion and Analysis

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

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information regarding the compensation paid to the four executives who were the named executive officers of Marvell Technology Group Ltd. (and who we refer to as our “named executive officers”) during fiscal 2009, which ran from February 3, 2008 until January 31, 2009. These individuals were:

 

   

Dr. Sehat Sutardja, President, Chief Executive Officer and Chairman of the Board;

 

   

Dr. Pantas Sutardja, Vice President, Chief Technical Officer, Chief Research and Development Officer and Director;

 

   

Mr. Clyde R. Hosein, Chief Financial Officer, Interim Chief Operating Officer and Secretary; and

 

   

Mr. George de Urioste, former Interim Chief Financial Officer and former Acting Chief Operating Officer.

Historically, we have only had four named executive officers, because we have only had two executives in addition to our Chief Executive Officer and Chief Financial Officer who have had the level of responsibility to be considered executive officers. This was again true for most of fiscal 2009. Mr. de Urioste’s employment with us concluded in October 2008, which means that since October 2008, we have had only three named executive officers.

The compensation paid to or earned by our named executive officers for fiscal 2009 is reported in the tables and associated narrative disclosure beginning on page 27 of this proxy statement. This Compensation Discussion and Analysis addresses the following topics:

 

   

Company Performance and its Effect on Executive Compensation

 

   

Governance of Executive Compensation Program

 

   

Executive Compensation Philosophy and Framework

 

   

Named Executive Officer Compensation Decisions

 

   

Other Considerations

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

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis provides information regarding the compensation paid to the Chief Executive Officer, Chief Technology Officer, former Chief Operating Officer, former Chief Financial Officer and three interim Chief Financial Officers, who were the named executive officers of Marvell Technology Group Ltd. (and who we refer to as our "named executive officers") during fiscal 2008, which ran from January 28, 2007 until February 2, 2008. These individuals were:

    Dr. Sehat Sutardja, Chief Executive Officer, President and Chairman of our Board of Directors;

    Dr. Pantas Sutardja, Vice President, Chief Technology Officer, Acting Chief Operating Officer, Chief Research and Development Officer and Director;

    Ms. Weili Dai, Vice President of Sales for Communications and Consumer Business of MSI and former Executive Vice President and Chief Operating Officer;

    Mr. George Hervey, former Vice President of Finance and Chief Financial Officer;

    Mr. Michael Tate, former Vice President, Corporate Controller, Corporate Treasurer and interim Chief Financial Officer;

    Mr. Mike Rashkin, Vice President of Taxes and General Tax Counsel of MSI and former interim Chief Financial Officer; and

    Mr. George de Urioste, interim Chief Financial Officer.

        In the past year, we concluded an investigation into our historical stock option-granting practices. For a summary of the findings, conclusions and recommendations of that investigation, please see our Annual Report on Form 10-K filed with the SEC on July 2, 2007. In early May 2007, as a result of that investigation, Mr. Hervey, our former Chief Financial Officer, resigned from the Company and Ms. Dai transitioned out of her position as Executive Vice President and Chief Operating Officer into a position as Director of Strategic Marketing and Business Development of MSI. On May 31, 2008, Ms. Dai was appointed as Vice President of Sales for Communications and Consumer Business of MSI. As a result of these changes, we only had two named executive officers—Dr. Sehat Sutardja, our Chief Executive Officer, and Dr. Pantas Sutardja, our Chief Technology Officer—who were in their positions for the entire fiscal year. As a result of these changes in our senior management, in fiscal 2008, our executive compensation program, as well as most of the significant compensation decisions involving senior executives during this period, have been limited to Dr. Sehat Sutardja and Dr. Pantas Sutardja. The remaining named executive officers discussed in this Compensation Discussion and Analysis are individuals who either are or were employed as our Chief Financial Officer on an interim basis.

        Historically, we have only had four named executive officers, because we have only had two executives in addition to our Chief Executive Officer and Chief Financial Officer who have had the level of responsibility to be considered executive officers. With the transition of Ms. Dai from her position as Chief Operating Officer, other than our Chief Executive Officer and Chief Financial Officer, only Dr. Pantas Sutardja, our Chief Technology Officer, had the level of responsibility to be considered an executive officer.

        In this Compensation Discussion and Analysis, Marvell Technology Group Ltd. is referred to as "we," "us," "our," or the "Company."

        The compensation paid to or earned by our named executive officers for fiscal 2008 is reported in the tables and associated footnotes beginning on page 29 of this proxy statement. This Compensation Discussion and Analysis addresses the following topics:

    Governance of Executive Compensation Program

    Executive Compensation Philosophy and Framework

    Named Executive Officer Compensation Decisions

    Other Considerations

16


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

Compensation Discussion and Analysis

The executive compensation committee of our board of directors (sometimes referred to in this discussion as the “committee”) oversees our executive compensation program. For the 2007 fiscal year, based on the delegation of duties in its charter, except as otherwise noted in this discussion, our executive compensation committee reviewed and approved the compensation of our Chief Executive Officer, our former Executive Vice President and Chief Operating Officer, our Chief Technology Officer and our former Vice President of Finance and Chief Financial Officer. We refer to these four persons, who are the ones named in the “Summary Compensation Table—Fiscal 2007,” as our named executive officers. The executive compensation committee also has responsibility for administering our equity award programs for our non-executive employees.

Our executive compensation committee is composed of non-employee directors who meet the requirements for being “independent directors” under Nasdaq listing requirements, “outside directors” under Section 162(m) of the Internal Revenue Code and “non-employee directors” under Section 16 of the Exchange Act.

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

Compensation Discussion and Analysis

The Executive Compensation Committee of our board of directors (sometimes referred to in this discussion as the “committee”) oversees our executive compensation program. For fiscal 2007, based on the delegation of duties in its charter, except as otherwise noted in this discussion, our Executive Compensation Committee reviewed and approved the compensation of our Chief Executive Officer, our former Executive Vice President and Chief Operating Officer, our Chief Technology Officer and our former Vice President of Finance and Chief Financial Officer. We refer to these four persons, who are the ones named in the “Summary Compensation Table — Fiscal 2007,” as our named executive officers. The Executive Compensation Committee also has responsibility for administering our equity award programs for our non-executive employees.

Our Executive Compensation Committee is composed of non-employee directors who meet the requirements for being “independent directors” under NASDAQ listing requirements, “outside directors” under Section 162(m) of the U.S. Internal Revenue Code and “non-employee directors” under Section 16 of the Securities Exchange Act of 1934.

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