Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 19, 2022, the Board of Directors (the "Board") of Marvell Technology,
Inc. (the "Company") approved the appointment of Sara Andrews to the Board
effective April 19, 2022. Ms. Andrews will stand for election at the 2022 annual
meeting of stockholders expected to be held on June 23, 2022. The Board has
determined Ms. Andrews to be "independent director" as defined under the
applicable rules and regulations of the Securities and Exchange Commission and
the listing requirements and rules of The NASDAQ Stock Market.
Ms. Andrews, age 58, joined Experian as Chief Information Security Officer in
April 2022. She served as Senior Vice President and Chief Information Security
Officer at PepsiCo, Inc., a multi-national food and beverage company, from July
2014 to April 2022. Prior to joining PepsiCo, Inc., she served as Chief Network
Security Officer of Verizon Communications, Inc. from June 1997 to July 2014.
Ms. Andrews has served on the board of directors of Mandiant, Inc. since August
2022. Ms. Andrews holds a Bachelor of Industrial Engineering from Auburn
University and a Master of Business Administration from Brenau University.
There are no family relationships between Ms. Andrews and any other director or
executive officer of the Company. Nor are there any transactions between
Ms. Andrews or any member of her immediate family and the Company that would be
reportable as a related party transaction under the rules of the United States
Securities and Exchange Commission. Further, there is no arrangement or
understanding between Ms. Andrews and any other persons or entities pursuant to
which Ms. Andrews was appointed as a director of the Company.
Ms. Andrews will participate in all director compensation and benefit programs
in which the Company's other non-employee directors participate, including an
annual director retainer of $75,000 and an annual equity grant of restricted
stock units valued at $235,000, which will be granted on the date of the 2022
annual meeting of stockholders. In addition, upon joining the Board, Ms. Andrews
received a restricted stock unit award valued in an amount equal to a prorated
portion of the annual equity grant, which prorated grant will vest on the date
of the 2022 annual meeting of stockholders.
Also on April 19, 2022, Ms. Bethany Mayer gave notice to the Board of her
intention not to stand for re-election at the Company's 2022 annual meeting of
stockholders.
A copy of the press release announcing Ms. Andrews's appointment and Ms. Mayer's
decision not to stand for re-election is furnished herewith as Exhibit 99.1 to
this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated April 20, 2022
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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