Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Chief Financial Officer
On January 9, 2023, Jean Hu, Chief Financial Officer of Marvell Technology, Inc.
(the "Company"), notified the Company's Board of Directors of her decision to
resign effective as of January 20, 2023 to pursue another professional
opportunity.
Appointment of New Chief Financial Officer
On January 11, 2023, the Company announced that Willem Meintjes has been
appointed as the Company's Chief Financial Officer effective January 20, 2023.
Mr. Meintjes, 42, has served as the Company's Chief Accounting Officer and
Treasurer since June 29, 2018. Prior to holding that position, starting in June
of 2016, he served as the Company's Senior Vice President of Finance. Prior to
joining the Company, he was Vice President and Corporate Controller at Newport
Corporation from 2015 to June 2016, and Vice President and Controller at
International Rectifier from 2013 to 2015. Mr. Meintjes holds both a Bachelor of
Commerce in Accounting and a Bachelor of Commerce (Honours) in Accounting from
the University of Johannesburg.
Mr. Meintjes has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, the Company established new compensation for
Mr. Meintjes, as summarized below.
Mr. Meintjes' annual base salary will be $600,000. He will be eligible to
participate in the Company's Annual Incentive Plan with a target annual
incentive bonus of 100% of his annual base salary. Mr. Meintjes has been
designated a "Tier 2" participant in the Company's Change in Control Severance
Plan ("CIC Plan") substantially in the form attached as Exhibit 10.1 to the
Company's Current Report on Form 10-Q filed with the SEC on August 28, 2020. In
addition, he will receive grants of restricted stock units ("RSUs") for the
number of shares of Company common stock, as follows:
1. RSUs for the number of shares of common stock equal to $1,200,000 divided
by the average closing price of the Company's common stock for the 30 days prior
to January 15, 2023 that shall vest in quarterly installments over three
(3) years from the grant date.
2. Performance-Based RSUs for the number of shares of common stock with a
target amount of $1,800,000 divided by the average closing price of the
Company's common stock for the 30 days prior to January 15, 2023 that shall vest
based on our TSR performance relative to the S&P 500 Index over the performance
period measured from December 15, 2022 to December 5, 2025, up to a maximum 200%
of the target grant amount; provided, however, that the TSR related payout
percentage may not exceed 100% of the target amount if the Company's TSR is
negative at the end of the performance period. In addition, the amount vesting
may be increased by up to 150% based on the Non-GAAP EPS compound annual growth
rate ("Non-GAAP EPS CAGR") for the Company measured against the Non-GAAP EPS
CAGR for the companies in the peer group using the initial 2-year period of the
performance period. Notwithstanding the foregoing, the maximum payout of the
product of (x) the relative total stockholder payout, multiplied by (y) the EPS
multiplier will not exceed 250%. If the performance targets are met, the earned
shares will vest on January 15, 2025, subject to continued service with the
Company through such date.
Appointment of New Chief Accounting Officer
On January 11, 2023, the Company announced that Pani Dixon has been appointed as
the Company's Chief Accounting Officer effective January 20, 2023.
--------------------------------------------------------------------------------
Ms. Dixon, 49, has served as the Company's Vice President and Corporate
Controller since March 2019. Prior to that she served as Senior Director,
Assistant Corporate Controller from June 2017 to March 2019 and Senior Director,
Technical Accounting & SEC Reporting from March 2017 to June 2017. She currently
serves on the Board of the California Society of CPAs (CalCPA) and on the
Council of the American Institute of CPAs (AICPA). She holds a Bachelor of
Business Administration (B.B.A.) in Accounting from the University of Notre Dame
and is a Certified Public Accountant (CPA).
Ms. Dixon has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment, the Company established Ms. Dixon's new
compensation, as summarized below.
Ms. Dixon's annual base salary will be $355,000. She will be eligible to
participate in the Company's Annual Incentive Plan with a target annual
incentive bonus of 43% of her annual base salary. She will receive RSUs for the
number of shares of common stock equal to $500,000 divided by the average
closing price of the Company's common stock for the 30 days prior to January 15,
2023 that shall vest in quarterly installments over three (3) years from the
grant date. Ms. Dixon will be designated a "Tier 3" participant in the Company's
CIC Plan.
The Company's press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and the information announcing the above management changes is
incorporated by reference herein.
Item 7.01 Regulation FD.
The information contained in Item 7.01 of this report, including parts of
Exhibit 99.1, shall not be incorporated by reference into any filing of the
registrant, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless expressly incorporated by
specific reference to such filing. The information in this report, including the
relevant parts of the exhibit hereto, shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section.
On January 11, 2023, the Company issued a press release announcing its Chief
Financial Officer transition and providing certain guidance information for the
fourth quarter of fiscal year 2023.
A copy of the press release is furnished herewith as Exhibit 99.1 and the
information under the heading "Reaffirming Midpoint of Fourth Quarter of Fiscal
2023 Revenue Outlook and Narrowing Range" is deemed furnished and not filed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated January 11, 2023.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses