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This excerpt taken from the MRVL DEF 14A filed May 29, 2009. Compensation Positioning In determining each individual element of compensation, the executive compensation committee considered the proposed compensation of Dr. Sehat Sutardja, Dr. Pantas Sutardja and Mr. Hosein in comparison to the market range (i.e., 25th, 50th and 75th percentiles) of that compensation element paid to similarly situated executives of the companies in our primary peer group for their most recently disclosed fiscal year. In general, for fiscal 2009, each element of compensation was targeted at the 50th percentile of our primary peer group for Dr. Sehat Sutardja, Dr. Pantas Sutardja and Mr. Hosein. While the executive compensation committee did not set a specific target for total direct compensation for the named executive officers, it believed that total direct compensation would be consistent with market practice in fiscal 2009 based on targeting each element of compensation at the 50 th percentile. At the time we were negotiating with Mr. Hosein, we reviewed data provided by our external executive recruiters regarding the compensation of recently hired Chief Financial Officers at high technology companies located in the San Francisco Bay area with revenues equal to or less than ours. We also reviewed data provided by our own internal sources regarding specific competitors practices. Finally, we reviewed data provided by Compensia. This data was collectively used to understand the market for Chief Financial Officers and to provide a context for developing our compensation for Mr. Hosein. We did not specifically position the compensation for Mr. de Urioste, our former Interim Chief Financial Officer and former Acting Chief Operating Officer, with market practices because he was hired on a temporary basis pursuant to a formal employment agreement that governed his compensation during the time of his service with us. This excerpt taken from the MRVL DEF 14A filed Jun 2, 2008. Compensation Positioning In determining each particular element of compensation, the executive compensation committee considered the proposed compensation of Dr. Sehat Sutardja, our Chief Executive Officer, and Dr. Pantas Sutardja, our Chief Technology Officer, as a percentile of that compensation element paid to similarly situated executives of the companies in our primary and high growth peer groups for their 2007 fiscal year. In general, for fiscal 2008, base salary was targeted at the 50th percentile of our primary peer group for Dr. Sehat Sutardja and Dr. Pantas Sutardja and equity compensation was targeted at a blended 75th percentile of our two peer groups for Dr. Sehat Sutardja. The annual incentive was targeted at the median of our primary peer group, though this target amount is used to grant an additional stock option rather than to determine an annual cash incentive, as further described below in the section entitled "Annual Cash Incentive Awards." While the executive compensation 20 committee did not set a specific target for total direct compensation, it believes that total direct compensation will generally approximate the 75th percentile position in fiscal 2008 based on the significance of the equity compensation on total direct compensation. Dr. Sehat Sutardja's base salary was at approximately the 25th percentile and target total cash compensation was at approximately the 15th percentile of our primary peer group when the executive compensation committee conducted its review in December 2007. Because his base salary was low in comparison to the primary peer group, the executive compensation committee approved an increase of $100,000 in Dr. Sehat Sutardja's base salary to more closely align him with the 50th percentile of the primary peer group. Nonetheless, his total target cash compensation was still below the 50th percentile because he did not receive a cash bonus and was not eligible to participate in a cash incentive plan during fiscal 2008. As discussed in further detail below, in January 2008, Dr. Sehat Sutardja requested and the executive compensation committee approved a temporary reduction of his annual base salary to $1, which put his base salary and target total cash compensation at the bottom of the peer groups. As discussed in further detail below, the executive compensation committee targeted the 75th percentile for Dr. Sehat Sutardja's equity compensation because of its determination of our performance in comparison to our peer groups. The base salary of Dr. Pantas Sutardja was determined to be at approximately the 75th percentile and target total cash compensation at approximately the 25th percentile of our primary peer group when the executive compensation committee conducted its review in December 2007. Because Dr. Pantas Sutardja's base salary was above the 50th percentile, the executive compensation committee decided that no adjustment to his base salary was necessary for fiscal 2008. As discussed in further detail below, in January 2008, Dr. Pantas Sutardja requested and the executive compensation committee approved a temporary reduction of his annual base salary to $1, which puts his base salary and target total cash compensation at the bottom of the peer groups. We did not specifically target the compensation for our other named executive officers against the peer groups, because Ms. Dai, our former Chief Operating Officer, and Mr. Hervey, our former Chief Financial Officer, transitioned out of their roles during fiscal 2008 and we did not hire permanent replacements for them in fiscal 2008. | EXCERPTS ON THIS PAGE:
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